Common use of Payment Procedures Clause in Contracts

Payment Procedures. (a) On each Payment Date, the Borrower shall pay, to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly (aand in any event, within 10 Business Days) On following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each Payment Date, the Borrower shall pay, holder of record (as of immediately prior to the Administrative Agent Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the applicable LenderPayment Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the Lenders under provisions of this clause Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (athe “Book-Entry Shares”) (either directly or through the Depository Trust Company), all without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the related Interest Period as determined by Company, the Administrative Agent and provided Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the BorrowerPaying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DateUntil so surrendered, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts outstanding Certificates shall be deemed from and after the Effective Time, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle III.

Payment Procedures. (ai) On each Payment DateWith respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Borrower Surviving Corporation shall paycause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Administrative Agent Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for distribution to each Lender use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the applicable LenderPaying Agent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Lenders under this clause Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (aless any applicable withholding Tax pursuant to Section 3.8(e)), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts Certificates so surrendered shall forthwith be deemed to be an Advance made hereundercanceled. (bii) On With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each Payment Date prior case promptly following the Effective Time and upon surrender thereof to the occurrence Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Commitment Termination Date Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Borrower shall pay Paying Agent and DTC to ensure that the Administrative Paying Agent for distribution will transmit to each Lender for DTC or its nominees as soon as practicable after the account Effective Time, upon surrender of the applicable Lender, pro rata, Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the amounts due Cash Amount payable for each such Uncertificated Share pursuant to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodSection 3.7. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (diii) The parties hereby agree that if Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the funds on deposit in the Collection Account are insufficient Paying Agent may impose to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the terms benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle III.

Payment Procedures. (ai) On As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to deliver: (A) to each Payment Daterecord holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the Borrower shall paysurrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Administrative Paying Agent for distribution to each Lender for of a Certificate or Book-Entry Shares, together with the account Letter of the applicable LenderTransmittal, pro rata, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the Lenders under satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this clause (aSection 2.5(b)(ii), all interest accrued each Certificate and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided each Book-Entry Share shall, subject to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DateSection 2.2, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed at any time after the Effective Time to be an Advance made hereunderrepresent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (biii) On each Payment Date prior Upon surrender of a Company Stock Option for cancellation to the occurrence Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Commitment Termination Date Company Stock Option shall be entitled to receive in exchange therefor the Borrower shall pay amount of cash which such holder has the right to receive pursuant to the Administrative Agent for distribution to each Lender for provisions of Section 2.3, and the account of the applicable Lender, pro rata, Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the amounts due to the Lenders under provisions of this clause (b) Section 2.5(b)(iii), each Company Stock Option shall be deemed at any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, time after the declaration, or automatic occurrence, of Effective Time to represent for all purposes only the Final Maturity Date, right to receive the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateOption Consideration as contemplated by this Article II. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (a) On If (i) the Clinical Recommendation Milestone occurs, (ii) the FDA Approval Milestone occurs or (iii) the Net Sales Milestone is achieved, then, in each Payment case, (A) on or prior to the applicable Milestone Notice Date, the Borrower Parent shall pay, deliver to the Administrative Rights Agent a notice (each, a “Milestone Notice”) indicating that the applicable Milestone was achieved and (B) in accordance with Section 4.2, Parent shall deliver to the Rights Agent cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, in an amount equal to the aggregate amount necessary to pay the applicable Milestone Payment to all Holders (each, the “Applicable Milestone Amount”), along with any letter of instruction reasonably required by the Rights Agent; provided that, Parent may determine, in its sole discretion, that any Covered Milestone Payments shall instead be paid to the applicable Holders through the payroll of the Surviving Corporation or one of its Affiliates and the Applicable Milestone Amount shall be reduced accordingly for distribution all purposes of this Agreement. Until a Milestone Notice with respect to each Lender the applicable Milestone is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that no event has occurred that would require the account applicable Milestone Payment. For the avoidance of doubt, any Milestone Payment shall only be due once, if at all, and (I) with respect to the achievement of the Net Sales Milestone, regardless of whether Net Sales exceed the applicable threshold in both Measurement Periods and (II) with respect to the Clinical Recommendation Milestone, regardless of whether any other component of the Clinical Recommendation Milestone may subsequently occur. For the avoidance of doubt, no publication of a Class I recommendation contemplated by the Clinical Recommendation Milestone or approval of a premarket approval application contemplated by the FDA Approval Milestone occurring after the end of the applicable LenderClinical Recommendation Milestone Period or the FDA Approval Milestone Period, pro rataas applicable, shall result in accordance with the amounts any Milestone Payment becoming due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrowerpayable. If the Borrower is unable on any Payment Date In no event shall Parent be required to pay more than $35.00 per CVR in the aggregate in the event all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderMilestones have been achieved. (b) On In the event that Parent delivers a Milestone Notice, the Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of a Milestone Notice, send each Payment Date prior to Holder at its registered address a copy of such Milestone Notice. Following receipt by the occurrence Rights Agent of the Commitment Termination Date Applicable Milestone Amount in accordance with Section 4.2, the Borrower Rights Agent shall promptly, and in any event within five (5) Business Days thereof, pay to the Administrative Agent for distribution applicable Milestone Payment to each Lender for the account of the applicable Lender, pro rata, Holders in accordance with the amounts due corresponding letter of instruction delivered by Parent (i) by check mailed to the Lenders under this clause address of such Holder reflected in the CVR Register as of 5:00 p.m. New York City time on the date of the Milestone Notice or (bii) with respect to any Non-Utilization Fee such Holder that is accrued and unpaid due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the last day close of business on the date of the related Non-Utilization PeriodMilestone Notice, by wire transfer of immediately available funds to the account specified on such instructions. Notwithstanding anything to the contrary in this Agreement, any Covered Milestone Payment that becomes payable pursuant to the Agreement shall be paid no later than March 15th of the calendar year following the calendar year in which the applicable Milestone is determined to be achieved. (c) On each Payment Date following Parent, its Affiliates (including the Commitment Termination Date Surviving Corporation) and the Rights Agent shall be entitled to, and Parent shall instruct the Rights Agent or its applicable Affiliate to, deduct or withhold from any payments made pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code, the U.S. Treasury Regulations thereunder, or any other applicable Tax Law. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder (other than payroll withholding and reporting on the Covered Milestone Payments), the Rights Agent shall (and Parent shall instruct the Rights Agent to), to the extent practicable, provide notice to any Holder of such potential withholding and use commercially reasonable efforts to solicit from such Holder an IRS Form ▇-▇, ▇-▇▇▇▇, ▇-▇▇▇▇-▇ or other applicable Tax form within a reasonable amount of time in order to provide the opportunity for the Holder to provide such Tax forms to eliminate or reduce such withholding amounts. To the extent any such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement and the Merger Agreement as having been paid to the Holder to whom such amounts would otherwise have been paid, and to the extent and within the time period required by applicable Law, Parent shall (or shall instruct its applicable Affiliate or, in other than with respect to any case, after the declaration, or automatic occurrence, of the Final Maturity DateIRS Form W-2, the Borrower shall pay Rights Agent to) deliver to the Administrative Holder to whom such amounts would otherwise have been paid an applicable IRS Form 1099, an IRS Form W-2 or other reasonably acceptable evidence of such withholding. To the extent such amounts are so deducted or withheld by the Rights Agent from any Covered Milestone Payments, the Rights Agent shall, as soon as reasonably practicable, deliver such amounts to Parent for distribution to each Lender, pro rata, to pay an amount equal the purposes of remitting such amounts to the lesser of IRS. In no event shall the Rights Agent have any duty, obligation or responsibility for wage or W-2 reporting with respect to Milestone Payments (iincluding Covered Milestone Payments) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay made to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateHolders. (d) The Any funds delivered to the Rights Agent for payment to the Holders as Milestone Payments (including any interest or other amounts earned with respect thereto) that remain undistributed to the Holders on the date that is twelve (12) months after the date of the applicable Milestone Notice shall be delivered by the Rights Agent to Parent upon demand, and such Holders shall thereafter look to Parent or the Surviving Corporation, as general creditors thereof, for any claim to the applicable Milestone Payments that such Holder may be entitled hereunder. (e) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by such Holders at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by applicable Laws, the property of the Surviving Corporation or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (f) Except to the extent any portion of any Milestone Payment is required to be treated as imputed interest pursuant to applicable Law (including Section 483 of the Code), the parties hereby agree hereto intend to treat, for all U.S. federal and applicable state and local income Tax purposes, (i) the CVRs and the Milestone Payments received with respect to the Company Shares pursuant to the Merger Agreement as additional consideration for the Company Shares and (ii) Milestone Payments paid in respect of each CVR that if was received with respect to a Covered Equity Award pursuant to the funds on deposit Merger Agreement (the “Covered Milestone Payments”), and not the receipt of such CVR, as wages in the Collection Account are insufficient year in which the applicable Milestone Payment is made. Parent shall (and shall instruct the Rights Agent to) report for all Tax purposes in a manner consistent with the foregoing, including by instructing the Rights Agent to pay deliver to applicable Holders IRS Forms 1099-B with respect to the receipt of Milestone Payments (other than Covered Milestone Payments), and none of the parties hereto will take any amounts due position to the contrary on any U.S. federal and payable on a Payment Date applicable state and local income Tax Return or otherwisefor other U.S. federal and applicable state and local income tax purposes except as required by applicable Law. Notwithstanding the foregoing, the Borrower shall nevertheless remain responsible forParent shall, and shall pay when dueinstruct the Rights Agent and cause the Surviving Corporation to, all amounts payable under this Agreement report imputed interest with respect to the CVRs and the other Transaction Documents in accordance with Milestone Payments pursuant to Section 483 of the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderCode.

Payment Procedures. (a) On each Payment Date, Any amount payable to a Tax Indemnitee pursuant to this Exhibit G shall be paid within 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the Borrower shall pay, to basis for such indemnity and the Administrative Agent for distribution to each Lender for the account computation of the applicable Lenderamount so payable, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on that such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall need not be deemed to be an Advance made hereunder. (b) On each Payment Date paid prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser later of (i) 1 business day prior to the Amortization Reduction Amount, and date that the indemnifiable Taxes are due or (ii) Advances Outstanding in the case of amounts which are being contested by the Lessee in good faith or by the Tax Indemnitee pursuant to Section 1.03, the time such contest is finally resolved. Within 15 days following the Lessee's receipt of the computation of the amount of the indemnity, the Lessee may request that an accounting firm to be jointly selected by the Lessee and such Tax Indemnitee (together with any accrued but not including the accounting firm that regularly prepares the certified financial statements of the Lessee or such Tax Indemnitee unless such firm consists of one of the "Big 5" accounting firms in which case such firm shall be deemed acceptable to the parties) determine whether such computations of the Tax Indemnitee are correct. The computations of such accounting firm shall be final, binding and unpaid Prepayment Premium)conclusive upon the parties and the Lessee shall have no right to inspect the books, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in fullrecords or tax returns of the Tax Indemnitee to verify such computation. All Advances Outstanding fees and expenses payable in connection with such verification shall be immediately due and payable on borne by the Final Maturity Date and the Borrower shall pay Lessee unless such verification discloses an error adverse to the Administrative Agent for distribution to each LenderLessee of more than 5% of the amount computed by the Tax Indemnitee, pro rata, all Advances Outstanding on in which case such fees and expenses shall be paid by the Final Maturity DateTax Indemnitee. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly after the Effective Time (abut in no event more than three (3) On each Payment DateBusiness Days thereafter), the Borrower Surviving Corporation shall paycause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Administrative Agent for distribution to each Lender for the account Certificates shall pass, only upon delivery of the applicable LenderCertificates to the Paying Agent, pro rataand which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or upon receipt of an agent’s message in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the amounts due to instructions (and such other customary documents as may reasonably be required by the Lenders under this clause (aPaying Agent), all interest accrued and unpaid as the holder of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts Certificate or Book-Entry Share shall be deemed entitled to be an Advance made hereunder. (b) On each Payment Date prior to receive in exchange therefor the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable LenderMerger Consideration, pro ratawithout interest, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with plus any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents dividends declared in accordance with Section 6.2(a)(i) with a record date prior to the terms of this Agreement Effective Time that remain unpaid at the Effective Time and that are due to such holder, for each Share formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other Transaction Documentsthan the Person in whose name the surrendered Certificate or Book-Entry Share is registered, together with interest accrued it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as set forth in contemplated by this Section 2.07(a)3.2, from each Certificate or Book-Entry Share shall be deemed at any time after the Payment Date when due and unpaid hereunderEffective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest.

Payment Procedures. (ai) On each Payment DatePromptly after the Effective Time (and in any event within three Business Days thereafter), the Borrower Purchaser shall paycause the Paying Agent to mail to each record holder as of the Effective Time, of (x) an outstanding certificate or certificates which immediately prior to the Administrative Agent Effective Time represented Shares (a Certificate) or (y) Shares represented by book-entry (Book Entry Shares), other than in respect of Excluded Shares: (1) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery will be effected, and risk of loss and title will pass, in the case of Certificates, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof as provided in Section 3.4(e)) to the Paying Agent, or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal; and (2) instructions for distribution use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof as provided in Section 3.4(e)) or, in the case of Book-Entry Shares, the surrender of such Shares, in exchange for payment of the Merger Consideration. (ii) Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or of a Book-Entry Share to each Lender the Paying Agent, together with a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor cash in the amount (after giving effect to any required tax withholdings as provided in Section 3.5) equal to (x) the number of Shares represented by such Certificate or Book-Entry Share multiplied by (y) the Merger Consideration, and the Certificate or Book-Entry Share so surrendered will forthwith be cancelled. (iii) No interest will be paid to, or accrued for the account benefit of, holders of the Certificates or Book-Entry Shares on any amount payable upon due surrender of the Certificates or Book-Entry Shares. (iv) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable Lenderstock transfer Taxes have been paid or are not applicable. (v) If payment of the Merger Consideration is to be made to any person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, pro ratait shall be a condition of payment that: (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed, with signature guaranteed, or shall be otherwise in proper form for transfer; and (2) the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of the Paying Agent or Purchaser that such tax either has been paid or is not applicable. (vi) The Paying Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange of the Certificates in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereundernormal exchange practices. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (a) On each Payment As promptly as practicable following a Milestone Determination Date, the Borrower shall pay, and in any event on or prior to the Administrative Agent for distribution to each Lender for the account of the applicable Lenderdate that is fifteen (15) calendar days following a Milestone Determination Date, pro rata, unless this Agreement has been terminated in accordance with the amounts due its terms, Parent will deliver to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of Rights Agent: (i) a written notice (each, a “Milestone Notice”) indicating whether the Amortization Reduction Amountcorresponding Milestone was achieved and the corresponding Milestone Payment Amount due, along with an Officer’s Certificate certifying the same, which Milestone Notice shall include the Revenue Statement for the applicable Milestone Period and (ii) Advances Outstanding if a Milestone is achieved, duly deposit or cause to be deposited with the Rights Agent, within three (together 3) Business Days of the delivery of the Milestone Notice, cash by wire transfer of immediately available funds to an account specified by the Rights Agent (or to the Company or its applicable Affiliate in the case of payments with any accrued and unpaid Prepayment Premiumrespect to Equity Award CVRs that will be paid through the Company’s or its applicable Affiliate’s payroll system), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay equal to the Administrative Agent applicable Aggregate Milestone Payment Amount for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents such Milestone in accordance with the terms of this Agreement (subject to any amounts deducted or withheld pursuant to Section 2.4(d) below). Such amounts shall be considered paid if on such date the Rights Agent has received in accordance with this Agreement money sufficient to pay all Milestone Payment Amounts in respect of such Milestone then due in accordance with the terms hereof. (b) The Rights Agent will promptly, and in any event within ten (10) calendar days of receipt of a Milestone Notice, send each Holder at its registered address a copy of the other Transaction DocumentsMilestone Notice (such date on which the Rights Agent sends such copy, together a “Milestone Payment Date”). At the time the Rights Agent sends a copy of the Milestone Notice to the Holders, if the Milestone has been met and a Milestone Payment Amount is due and payable, the Rights Agent will also pay the applicable Milestone Payment Amount to each of the Holders in accordance with interest accrued the corresponding letter of instruction (subject to any amounts deducted or withheld pursuant to Section 2.4(d) below) (i) by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such Milestone Payment Date or (ii) with respect to any Holder who has provided the Rights Agent wiring instructions in writing, by wire transfer of immediately available funds to the account specified on such instructions. Notwithstanding anything to the contrary set forth herein, the Rights Agent shall have no responsibility whatsoever with respect to any Milestone Payment Amount to Holders in respect of Equity Award CVRs that will be paid through the Company’s or its applicable Affiliate’s payroll system. (c) Parent shall cause the applicable Milestone Payment Amount payable with respect to Equity Award CVRs (determined in accordance with Section 2.07(a)4.3 of the Merger Agreement) held by current or former employees of the Company or its Affiliates to be paid to the applicable Holder through the Surviving Corporation’s or its applicable Affiliate’s payroll system or any successor payroll system no later than the second regular payroll date of such applicable payroll system following the Milestone Payment Date, subject to Section 2.4(d) of this Agreement. (d) Notwithstanding anything to the contrary in the Merger Agreement or this Agreement, Parent, the Surviving Corporation, the Paying Agent, the Rights Agent and any other applicable withholding agent (and their applicable Affiliates) shall be entitled to deduct or withhold, or cause to be deducted or withheld, from any Milestone Payment Amount otherwise payable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code, the Treasury Regulations thereunder, or any other applicable Tax law, as may be determined by Parent, the Surviving Corporation, the Paying Agent, the Rights Agent or any other applicable withholding agent, as applicable. With respect to Holders of Equity Award CVRs who are current or former employees of the Company or its Affiliates, any such withholding may be made, or caused to be made, by Parent through the Surviving Corporation’s or any of its applicable Affiliate’s payroll system. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person in respect of which such deduction or withholding was made. The parties intend that each Equity Award CVR is exempt from or in compliance with Section 409A of the Code, and this Agreement shall be interpreted and administered in accordance therewith. None of the parties to this Agreement nor any of their employees, directors or representatives shall have any liability to a Holder or transferee or other Person in respect of Section 409A of the Code. (e) Any portion of any Aggregate Milestone Payment Amount that remains undistributed to the Holders one year after an applicable Milestone Payment Date when due will be delivered by the Rights Agent to Parent, upon demand, and unpaid hereunderany Holder will thereafter look only to Parent for payment of the applicable Milestone Payment Amount, without interest. (f) None of Parent, any of its Affiliates or the Rights Agent will be liable to any Person in respect of any Milestone Payment Amounts delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement. If, despite commercially reasonable efforts by the Rights Agent to deliver a Milestone Payment Amount to the applicable Holder pursuant to the Rights Agent’s customary unclaimed funds procedures, such Milestone Payment Amount has not been paid immediately prior to such date on which such Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Body, such Milestone Payment Amount will, to the extent permitted by applicable legal requirements, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent, unless such loss has been determined by a court of competent jurisdiction to be a result of the Rights Agent’s willful or intentional misconduct, bad faith or gross negligence. (g) The Rights Agent shall be responsible for information reporting required under applicable legal requirements with respect to the CVRs, including reporting the Holder’s receipt of such CVRs and any Milestone Payments Amounts hereunder on Internal Revenue Service Form 1099-B or other applicable form. Parent shall use commercially reasonable efforts to cooperate with the Rights Agent to provide any information reasonably necessary for the Rights Agent to carry out its obligations in this Section 2.4(g).

Payment Procedures. (a) On each Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Date, the Borrower shall pay, Agent to the Administrative Agent for distribution mail to each Lender for the account holder of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause record (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date immediately prior to the occurrence Effective Time) of (x) a certificate or certificates (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book Entry Shares”), which, in each case, represented, immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Commitment Termination Date the Borrower shall pay Certificates to the Administrative Payment Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay upon adherence to the Administrative Agent for distribution to each Lenderprocedures set forth in the letter of transmittal, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amountas applicable, and (ii) Advances Outstanding (instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates or Book-Entry Shares for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with any accrued such letter of transmittal, duly completed and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents validly executed in accordance with the terms instructions thereto, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Agreement Article III, and the other Transaction Documents, together Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with interest accrued such reasonable terms and conditions as set forth in Section 2.07(a), from the Payment Date when due Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 3.8. Until so surrendered, outstanding Certificates shall be deemed from and unpaid hereunderafter the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (ai) On each Payment As soon as reasonably practicable after the Effective Time and in any event not later than five (5) Business Days following the Closing Date, the Borrower Paying Agent shall paymail (x) to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal (which shall specify that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Administrative Paying Agent and, in the case of Book-Entry Shares, delivery shall be effected only after complying with reasonable delivery procedures established by the Paying Agent and reasonably acceptable to the Company, and shall be in such form and have such other provisions as Parent and the Paying Agent may agree and which are reasonably satisfactory to the Company), and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration and (y) to the extent Parent elects to have the Paying Agent pay amounts payable in respect of Company Stock Options or Restricted Shares, pay to each holder of a Company Stock Option or Restricted Share, a check in an amount due and payable to such holder pursuant to Section 3.3 hereof in respect of such Company Stock Option or Restricted Share. (ii) Upon surrender of Certificates to the Paying Agent or compliance with the reasonable procedures established by the Paying Agent for distribution to each Lender for the account delivery of the applicable LenderBook-Entry Shares, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid such other documents as of the last day of the related Interest Period as determined may customarily be required by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DatePaying Agent, the Administrative Agent may make holder of such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts Certificates or Book-Entry Shares shall be deemed entitled to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, receive in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, exchange therefor a check in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser product of (ix) the Amortization Reduction Amount, number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. Parent and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower Merger Sub shall pay all stock transfer Taxes with respect to the Administrative sale and transfer of any Shares; provided, however, that in the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, properly endorsed or otherwise in proper form for transfer (or in the case of Book-Entry Shares, accompanied by all documents (if any) required to evidence and effect such transfer) and in each case accompanied by evidence to the satisfaction of the Paying Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datethat any applicable stock transfer Taxes have been paid or are not applicable. (diii) The parties hereby agree that if Paying Agent, Parent, Merger Sub or the funds on deposit in Surviving Corporation shall be entitled to deduct and withhold from the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Restricted Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the other Transaction Documents in accordance with the terms applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Restricted Shares, in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding were made.

Payment Procedures. (a) On or prior to each Royalty Right Payment Date, the Borrower Seller shall (i) pay, by wire transfer in immediately available funds in U.S. dollars to the Administrative Agent Purchaser Account, the Royalty Right Payment Amount with respect to the corresponding Royalty Right Period and (ii) deliver to the Purchaser a report (a “Report”) setting forth (A) such Royalty Right Payment Amount and (B) MosaiQ™ Net Sales for distribution such Royalty Right Period, calculated in reasonable detail. Each Report and the contents thereof shall be subject to each Lender the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to deliver any Report pursuant to this Section 2.2 unless the Confidentiality Agreement is effective and has a remaining term of not less than six (6) months at the time such Report is to be delivered, (b) All payments made by or on behalf of the Seller (including any Successor Company) in respect of this Royalty Right Agreement or the Royalty Right will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction, will at any time be required by law to be made from any payments made by or on behalf of the Seller or paying agent with respect to this Royalty Right Agreement or the Royalty Right the Seller will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by the Purchaser in respect of such payments, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by the Purchaser in respect of such payments on this Royalty Right Agreement or the Royalty Right, as applicable, in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: (1) any Taxes that would not have been so imposed but for the account existence of any present or former connection between the Purchaser and a Relevant Taxing Jurisdiction (it being understood that a Relevant Taxing Jurisdiction is to be determined as though a payment with respect to this Royalty Right Agreement or the Royalty Right were made on the date of this Royalty Right Agreement) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of this Royalty Right Agreement or the Royalty Right or the receipt of any payment or the exercise or enforcement of rights under this Royalty Right Agreement or the Royalty Right; (2) any Tax that is imposed or withheld by reason of the applicable Lenderfailure by the Purchaser or the beneficial owner of this Royalty Right Agreement or the Royalty Right to comply with a reasonable written request of the Seller addressed to the Purchaser, pro rataafter reasonable notice (at least 30 days before any such withholding or deduction would be payable), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Purchaser or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters that is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction of, all or part of such Tax but only to the extent the Purchaser or such beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes that are payable otherwise than by deduction or withholding from a payment under or with respect to this Royalty Right Agreement or the Royalty Right; (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (5) any tax imposed by reason of the Purchaser’s or beneficial owner’s past or present status (or the past or present status of a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Purchaser or beneficial owner, if the Purchaser or beneficial owner is an estate, a trust, a partnership or a corporation) as a personal holding company, private foundation or other tax exempt organization, passive foreign investment company, controlled foreign corporation with respect to the United States, bank, or as a corporation that accumulates earnings to avoid U.S. federal income tax; or (6) any combination of items (1) through (5) above. Notwithstanding anything to the contrary herein, the Seller shall be permitted to withhold or deduct any amounts required by FATCA and the Seller shall not be required to pay any additional amounts with respect to any FATCA withholding or deduction imposed on or with respect to this Royalty Right Agreement or the Royalty Right. The Seller will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable Law. The Seller will provide certified copies of tax receipts evidencing the amounts due payment of any Taxes so deducted or withheld to each Relevant Taxing Jurisdiction imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable to the Lenders under Purchaser. Wherever in this clause Royalty Right Agreement there is mentioned, in any context: (a)1) the Royalty Right Payment Amount; or (2) interest, all interest accrued and unpaid as if any, pursuant to Section 2.5 of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on this Royalty Right Agreement such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts reference shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior include payment of Additional Amounts to the occurrence extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The foregoing obligations will survive any termination, defeasance or discharge of this Royalty Right Agreement or Royalty Right and any transfer by the Purchaser or beneficial owner of this Royalty Right Agreement or the Royalty Right, and will apply mutatis mutandis to any jurisdiction in which any Successor Company is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to this Royalty Right Agreement or Royalty Right is made by or on behalf of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declarationSeller, or automatic occurrence, of any political subdivision or governmental authority thereof or therein having the Final Maturity Date, the Borrower shall pay power to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datetax. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (ai) On each Payment DateAs promptly as reasonably practicable after the Effective Time (and in any event within two Business Days thereafter), the Borrower Surviving Corporation shall paycause the Paying Agent to deliver a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery) (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates representing the shares of Company Class A Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Company Class A Common Stock in book-entry (the “Book-Entry Shares”), upon adherence to the procedures set forth in the Letter of Transmittal), which shall be in a customary form and agreed to by the parties prior to the Closing and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration, to each holder of record, as of immediately prior to the Administrative Agent for distribution to each Lender for Effective Time, of (A) Certificates or (B) Book-Entry Shares. Each holder of Certificates or Book-Entry Shares may thereafter until the account first (1st) anniversary of the applicable LenderEffective Time surrender such Certificates or Book-Entry Shares to the Paying Agent, pro rataas agent for such holder, under cover of the Letter of Transmittal, if applicable. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, if applicable, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other customary documents as may be reasonably required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Share and such Certificate or Book-Entry Share shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the holder of record of such shares of Company Class A Common Stock, it shall be a condition of payment that such shares of Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the Lenders under satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this clause (aSection 3.3(b)(ii), all interest accrued each Certificate and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts each Book-Entry Share shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) at any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, time after the declaration, or automatic occurrence, of Effective Time to represent only the Final Maturity Date, right to receive upon such surrender the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateMerger Consideration as contemplated by this Article III. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (a) On each Payment or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as paying agent in the Borrower Merger (the “Paying Agent”). Promptly, and in any event within three (3) Business Days, after the Effective Time, Parent shall pay, deposit or cause to be deposited with the Paying Agent cash in an amount equal to the Administrative Agent for distribution to each Lender total amount required for the account of the applicable Lender, pro rata, payments in accordance Section 2.4(a)(iii) and 2.4(a)(iv). The cash amount so deposited with the amounts due Paying Agent is referred to as the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder“Exchange Fund.” (b) On each Payment Date As soon as reasonably practicable after the Effective Time, the Paying Agent will mail to the record holders of Company Shares as of immediately prior to the occurrence Effective Time, whether such Company Shares are represented by Certificates or Book-Entry Shares, (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (including a provision confirming that delivery of Company Share Certificates or Book-Entry Shares shall be effected, and risk of loss and title to Company Share Certificates or Book-Entry Shares shall pass, only upon delivery of such Company Share Certificates or Book-Entry Shares to the Paying Agent), and (ii) instructions for use in effecting the surrender of Company Share Certificates or Book-Entry Shares in exchange for the consideration payable pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) for the number of Company Shares previously represented by such Company Share Certificates or Book-Entry Shares, together with a duly executed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions by the Paying Agent or Parent. Until surrendered as contemplated by this Section 2.6, all Company Share Certificates or Book-Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration payable pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) as contemplated by Section 2. If any Company Share Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of the Commitment Termination Date consideration payable pursuant to Section 2.4(a)(iii), require the Borrower shall pay owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Administrative Agent for distribution Paying Agent, Parent or the Surviving Corporation with respect to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Periodsuch Company Share Certificate. (c) On each Payment Date Upon surrender of a Company Share Certificate (or affidavit of loss and bond as indemnity, in accordance with Section 2.6(b), in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holder of such Company Share Certificate or Book-Entry Share shall be entitled to receive the Per Share Merger Consideration in exchange therefor pursuant to Section 2.4(a)(iii), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay later to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser occur of (i) the Amortization Reduction AmountPaying Agent’s receipt of the Exchange Fund, and (ii) Advances Outstanding the Paying Agent’s receipt of such Company Share Certificate (together or affidavit of loss and bond as indemnity, in accordance with any accrued and unpaid Prepayment PremiumSection 2.6(b), until Advances Outstanding (together with any accrued and unpaid Prepayment Premiumin lieu thereof) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date or Book-Entry Share, and the Borrower Company Share Certificate or Book-Entry Share so surrendered shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateforthwith be cancelled within five (5) Business Days. (d) The parties hereby agree No interest shall be paid or accrued for the benefit of the holders of the Company Share Certificate or Book-Entry Shares on the consideration payable to such holders pursuant to this Agreement. (e) Any portion of the Exchange Fund that if remains undistributed to holders of Company Share Certificates or Book-Entry Shares as of the funds date twelve (12) months after the date on deposit in which the Collection Account are insufficient Merger becomes effective shall be delivered to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible forParent upon demand, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents any holders of Company Share Certificates or Book-Entry Shares who have not theretofore surrendered their Company Share Certificates or Book-Entry Shares in accordance with this Section 2.6 shall thereafter look only to Parent for payment of the terms Per Share Merger Consideration pursuant to Section 2.4(a)(iii). Parent or as otherwise instructed by Parent shall be the owner of any interest or other amounts earned on the Exchange Fund and Per Share Merger Consideration. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Shares or to any other Person with respect to any Per Share Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. In the event that this Agreement is terminated for any reason and any cash has been transmitted to the other Transaction DocumentsPaying Agent, together with interest accrued such cash shall promptly be returned to Parent or as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderotherwise instructed by Parent.

Payment Procedures. (ai) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, Parent shall cause the Paying Agent to mail to each holder of record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b), (A) a letter of transmittal with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) On each Payment Date, the Borrower shall pay, surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Agent for distribution to each Lender for the account Paying Agent, together with such letter of the applicable Lendertransmittal, pro rata, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the Merger Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Section 2.3. No interest shall be paid or accrued on any case, after the declaration, amount payable on due surrender of Certificates (or automatic occurrence, effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Final Maturity DateMerger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, the Borrower it shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser be a condition precedent of payment that (iA) the Amortization Reduction Amount, Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (iiB) Advances Outstanding (together with the Person requesting such payment shall have paid any accrued transfer and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid in full. All Advances Outstanding shall or is not required to be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datepaid. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (a) On each Payment Date, the Borrower shall pay, as of immediately prior to the Administrative Agent Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the applicable LenderPayment Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the Lenders under provisions of this clause (a)Article II, all and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the related Interest Period as determined by the Administrative Agent and provided such Certificates or transfer of Book-Entry Shares pursuant to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)2.7. Until so surrendered or transferred, which amounts outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.

Payment Procedures. (a) On No later than forty‑five (45) days prior to the end of each CVR Payment DateDate during the CVR Term in which Holdco or its Affiliates received Gross Proceeds, Holdco shall deliver or cause to be delivered to the CVR Holders’ Representative and Rights Agent a CVR Payment Statement for such CVR Payment Period. Concurrent with the delivery of each CVR Payment Statement, Holdco shall provide the CVR Holders’ Representative and Rights Agent with reasonable documentation to support its calculation of the CVR Payment and Monetization Expenses. Upon the CVR Holders’ Representative’s request, Holdco shall make its accounting personnel available during normal business hours to the CVR Holders’ Representative or its authorized representative to discuss and answer questions with respect to the calculation of the CVR Payment Amount. Within fifteen (15) days after the CVR Holders’ Representative’s receipt of all information contemplated by this Section 2.5(a), the Borrower shall pay, CVR Holders’ Representative may deliver a written notice to Holdco (with a copy to the Administrative Agent for distribution Rights Agent) specifying that the CVR Holders’ Representative objects to the indicated CVR Payment Amount on the basis of manifest error (a “Notice of Objection”), and stating the reason upon which the CVR Holders’ Representative made such determination. Any Notice of Objection shall identify in reasonable detail the nature of any proposed revisions to the CVR Payment. Any dispute arising from a Notice of Objection shall be resolved by an independent third party accounting firm selected by Holdco and the CVR Holders’ Representative (and subject to the execution of a reasonable and customary non-disclosure agreement), whose decision shall be binding on the parties hereto and each Lender for Holder. The fees charged by the account valuation expert referenced in the foregoing sentence shall be allocated between Holdco and the Holders (by deduction from the CVR Payment Amount) in the same proportion that the disputed amount of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause CVR Payment Amount that was unsuccessfully disputed by (a), all interest accrued and unpaid as of the last day of the related Interest Period as finally determined by the Administrative Agent and provided valuation expert) bears to the Borrower. If total disputed amount of the Borrower is unable on any CVR Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderAmount. (b) On or before each CVR Payment Date, Holdco shall deliver to the Rights Agent the applicable CVR Payment Amount for such CVR Payment Date prior to (such payment a “CVR Payment”) and the occurrence of the Commitment Termination Date the Borrower Rights Agent shall pay to the Administrative Agent for distribution promptly deliver to each Lender Holder the Pro Rata Payment Amount of such Holder in respect of such CVR Payment as reflected on the applicable CVR Payment Statement. It is understood that all Monetization Expenses shall be applied in full (but without duplication) against respective Gross Proceeds. Any Reserve Fund amounts in the CVR Escrow established for a Legacy Monetization shall be released from such Reserve Fund to Holders based on such upon the account later of: (i) twelve (12) months following the consummation of the applicable Lender, pro rata, Legacy Monetization; and (ii) the expiration of any generally applicable indemnity escrow established for purposes of breaches of Parent or Holdco’s representations and warranties in accordance with any Disposition Agreement; provided that any Reserve Fund amounts in the amounts due CVR Escrow Account in respect of any Retained Liability shall be released from such Reserve Fund to Holders following (x) the Lenders under this clause full satisfaction of such Retained Liability (b) any Non-Utilization Fee that is accrued and unpaid as in which case the amount released shall only be the excess of the last day amount so reserved over the amount required to satisfy such Retained Liability), (y) the assumption by a third party of such Retained Liability, or (x) the related Non-Utilization Periodexpiration or termination of Holdco’s, Parent’s or any of their subsidiaries further liability in respect of such Retained Liability. Thereafter, any amounts that have been released to Holdco from the Reserve Fund shall be included by Holdco in the CVR Payment Amount paid on the next CVR Payment Date. (c) On each Payment Date following the Commitment Termination Date or, All payments by Holdco hereunder shall be made in any case, after the declarationU.S. dollars. Holdco shall be entitled to deduct and withhold, or automatic occurrencecause to be deducted or withheld, of the Final Maturity Datefrom each CVR Payment Amount otherwise payable pursuant to this Agreement, the Borrower shall pay such amounts as Holdco is required to deduct and withhold with respect to the Administrative Agent for distribution making of such payment under the Internal Revenue Code of 1986, as amended or succeeded, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to each Lenderor deposited with the relevant governmental entity, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding such withheld amounts shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent treated for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms purposes of this Agreement as having been paid to the Holder in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding was made.

Payment Procedures. (ai) On each As soon as reasonably practicable after Parent’s deposit of the Additional Merger Consideration portion of the Payment DateFund pursuant to Section 2.4(a) hereof, the Borrower Paying Agent shall paydeliver: (A) to each holder of record of a certificate or certificates that, immediately prior to the Administrative Agent for distribution to each Lender for the account Effective Time, represented outstanding shares of the applicable LenderCompany Common Stock (each, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(aa “Certificate”), which amounts holder’s shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (x) a customary form of letter of transmittal (the “Letter of Transmittal”), reasonably acceptable to Parent and the Company, specifying that delivery shall be deemed effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent; and (y) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration; and (B) to each holder of an outstanding Company Stock Option entitled to receive the Option Consideration: (x) an option surrender agreement (an “Option Surrender Agreement”) that shall be an Advance made hereunderin substantially the form attached hereto as Exhibit A; and (y) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (bii) On each Payment Date prior Upon surrender of a Certificate for cancellation to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable LenderPaying Agent, pro rata, in accordance together with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as Letter of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date orTransmittal, in any case, after the declarationduly executed, or automatic occurrencean “agent’s message” in the case of a book entry transfer, and any other documents reasonably required by Parent or the Paying Agent, (A) the holder of the Final Maturity Date, the Borrower a Certificate shall pay be entitled to the Administrative Agent for distribution to each Lender, pro rata, to pay receive in exchange therefor an amount equal to the lesser product of (i) the Amortization Reduction AmountMerger Consideration multiplied by the number of shares of Company Common Stock formerly represented by the surrendered Certificate, and (iiB) Advances Outstanding (together with any accrued and unpaid Prepayment Premium)the Certificate so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.4, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding each Certificate shall be immediately due and payable deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate amount of Merger Consideration as contemplated by Section 2.1. In no event shall the holder of any such surrendered Certificate be entitled to receive any interest on any cash to be received in the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateMerger. (diii) The parties hereby agree that if Upon surrender of a Company Stock Option for cancellation to the funds on deposit in Paying Agent, together with the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwiseOption Surrender Agreement, the Borrower shall nevertheless remain responsible forduly executed, and any other documents reasonably required by Parent or the Paying Agent, (A) the holder of the Company Stock Option shall pay when duebe entitled to receive in exchange therefor the amount of cash that such holder has the right to receive pursuant to the provisions of Section 2.2, all amounts payable under this Agreement and (B) the other Transaction Documents Company Stock Option so surrendered shall be canceled. Until surrendered in accordance with the terms provisions of this Agreement and Section 2.4, each outstanding Company Stock Option shall be deemed at any time after the other Transaction Documents, together with Effective Time to represent for all purposes only the right to receive the Option Consideration. In no event shall the holder of any Company Stock Option be entitled to receive any interest accrued as set forth on any cash to be received in Section 2.07(a), from the Payment Date when due and unpaid hereunderMerger.

Payment Procedures. (a) On each Payment DateAll payments of any facility fees, closing fees, Letter of Credit fees, Agent'sEfees, or other fees hereunder and of principal of, and interest on, the Borrower Loans, other than Foreign Currency Bid-Option Loans, and of reimbursement obligations in respect of Letters of Credit shall paybe made in Dollars and in funds immediately available at the Agent'sEprincipal office in Detroit, Michigan not later than 1:00 p.m. (Detroit time) on the date on which such payment shall become due. All payments of principal of, and interest on, the Foreign Currency Bid-Option Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, freely transferable and cleared at the office or branch from which the Loan was made under Section 3.5(c) not later than 3:00 p.m. local time on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Foreign Currency Bid-Option Loans the Bank receiving such payment shall give written notice to the Administrative Agent for distribution to each Lender for the account by telex or telecopy of the applicable Lenderreceipt of such payment, pro ratawhich notice shall be substantially in the form attached hereto as ExhibitEI. Whenever any payment of principal of, or interest on, the Loans or of any fee shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day (unless as a result thereof, in accordance with respect of Eurodollar Rate Loans, such date would fall in the amounts due next calendar month, in which case it shall be advanced to the Lenders under this clause (a)next preceding Business Day) and, all in the case of a payment of principal, interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts thereon shall be deemed to be an Advance made hereunderpayable for any such extended time. (b) On Payments of principal of or interest on Existing Loans shall be promptly distributed by the Existing Agent to each Payment Date prior Existing Bank ratably in proportion to each Existing Bank's Existing Commitment. Payments of principal of Syndicated Loans that comprise a Syndicated Borrowing, including any Substitute Loan made by a Bank as part of any Fixed Base Rate Syndicated Borrowing, shall be promptly distributed by the Agent to the occurrence Banks that made such Syndicated Loans ratably in proportion to their respective shares of the Commitment Termination Date outstanding principal amount of such Syndicated Borrowing. Payments of interest on Syndicated Loans that comprise a Syndicated Borrowing, including any Substitute Loan made by a Bank as part of any Fixed Base Rate Syndicated Borrowing, shall be promptly distributed by the Borrower shall pay Agent to the Administrative Banks that made such Syndicated Loans so that each such Bank receives a portion of such payment equal to the amount of interest then owing to such Bank on such Loans multiplied by a fraction, the denominator of which is the total amount of interest then owing to all such Banks on such Loans and the numerator of which is the amount of such payment. Payments of principal of or interest on any Dollar Bid-Option Loans that comprise a Dollar Bid-Option Borrowing shall be promptly distributed by the Agent for distribution to each Lender for the account of the applicable Lender, pro rata, Banks that made such Dollar Bid-Option Loans ratably in accordance with the amounts due to the Lenders under this clause (b) any Nontheir respective Dollar Bid-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodOption Percentages. (c) On each Payment Date following During any period when Dollar Bid-Option Loans are outstanding, if the Commitment Termination Date orAgent cannot reasonably determine whether a particular payment received by the Agent from the Company was MASCOTECH, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of INC. CREDIT AGREEMENT (i) if such payment is of principal, ratably in accordance with the Amortization Reduction Amountaggregate principal amount of each such type of Loans on which payment is then due, and (ii) Advances Outstanding if such payment is of interest, ratably in accordance with the aggregate amount of interest that is then due on each such type of Loans. After such apportionment, (together with any accrued i) the Agent shall distribute the portion of the payment received and unpaid Prepayment Premiumallocated to the Syndicated Loans (including Substitute Loans) to the Banks as provided for payments of principal of or interest on, as the case may be, Syndicated Loans under Section 4.4(b), until Advances Outstanding and (together with any accrued ii) the portion of the payment received and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay allocated to the Administrative Dollar Bid-Option Loans on which a payment is then due shall first be allocated among the different Dollar Bid-Option Borrowings of which such Dollar Bid-Option Loans are a part (A) if such payment is of principal, ratably in accordance with the aggregate principal amount of each such Dollar Bid-Option Borrowing, and (B) if such payment is of interest, ratably in accordance with the aggregate amount of interest that is then due on each such Dollar Bid-Option Borrowing. After such allocation, the Agent for distribution shall distribute the amount allocated to each Lender, pro rata, all Advances Outstanding on Dollar Bid-Option Borrowing to the Final Maturity DateBanks that made the Dollar Bid-Option Loans comprising such Dollar Bid-Option Borrowing ratably in accordance with their respective Dollar Bid-Option Percentages. (d) The parties hereby agree Any prepayments of Bid-Option Loans made under Section 4.2(d) may be applied to any one or more Bid-Option Borrowings as the Company may select; provided that if such payments shall be applied by the funds on deposit Agent, in the Collection Account are insufficient case of Dollar Bid-Option Loans, or made directly by the Company, in the case of Foreign Currency Bid-Option Loans, to pay the Banks participating in any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents such Bid-Option Borrowing ratably in accordance with their respective Dollar Bid-Option Percentages or Foreign Currency Bid-Option Percentages, as the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereundercase may be.

Payment Procedures. Promptly after the Effective Time (abut in no event more than three (3) On each Payment DateBusiness Days thereafter), Parent and the Borrower Surviving Corporation shall pay, cause the Paying Agent to the Administrative Agent for distribution mail to each Lender for Person who was, at the account Effective Time, a holder of record of Company Common Stock (other than the applicable Lender, pro rata, shares of Company Common Stock to be canceled in accordance with the amounts due Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Lenders under this clause (a)Certificates or Book Entry Shares, all interest accrued and unpaid as applicable, shall pass, only upon delivery of the last day of the related Interest Period as determined by the Administrative Agent and provided Certificates to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due Paying Agent, and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to be an Advance made hereunder. (bBook Entry Shares) On each Payment Date as Parent and the Company may reasonably agree prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (bClosing Date) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger Consideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancelation to the Paying Agent, together with any accrued such letter of transmittal, duly completed and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the terms Paying Agent or Parent), the holder of this Agreement such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other Transaction Documentsthan the Person in whose name the surrendered Certificate or Book Entry Share is registered, together with interest accrued it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as set forth in contemplated by this Section 2.07(a)2.03, from each Certificate and Book Entry Share shall be deemed at any time after the Payment Date when due and unpaid hereunderEffective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II.

Payment Procedures. (ai) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates or Book-Entry Shares shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), and (y) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. On each Payment the Closing Date, the Borrower Paying Agent shall payalso deliver, or cause to be delivered, to each holder of a Company Stock Option or a Company Stock-Based Award by wire transfer the Administrative amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent for distribution to each Lender for together with, in the account case of the applicable LenderCertificates, pro ratasuch letter of transmittal, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after receipt by the declaration, or automatic occurrence, Paying Agent of an “agent’s message,” and such other documents as may customarily be required by the Final Maturity DatePaying Agent, the Borrower holder of such Certificates or Book-Entry Shares shall pay be entitled to the Administrative Agent for distribution to each Lender, pro rata, to pay receive in exchange therefor a check in an amount equal to the lesser product of (ix) the Amortization Reduction Amountnumber of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (iias defined in Section 3.14(b)) Advances Outstanding (together with any accrued and unpaid Prepayment Premium)have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding each Certificate or Company Book-Entry Share shall be immediately due and payable on deemed at any time after the Final Maturity Date and Effective Time to represent only the Borrower shall pay right to receive upon such surrender the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateapplicable Merger Consideration as contemplated by this Article II. (diii) The parties hereby agree that if For the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwiseavoidance of doubt, the Borrower Paying Agent, the Surviving Corporation and Parent shall nevertheless remain responsible for, each be entitled to deduct and shall pay when due, all amounts withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the other Transaction Documents applicable Governmental Entity (as defined in accordance with the terms Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding were made.

Payment Procedures. (ai) As soon as reasonably practicable after the First Parent Merger Effective Time and in any event not later than the third Business Day following the Closing Date, Parent shall use its commercially reasonable efforts to cause the Exchange Agent to mail to each holder of record of shares of Company Holdco Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal with respect to Book-Entry Shares (to the extent applicable) and Common Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Common Certificates shall pass, only on delivery of Common Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably mutually agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Common Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) On each Payment Date, the Borrower shall pay, surrender of Common Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Agent for distribution to each Lender for the account Exchange Agent, together with such letter of the applicable Lendertransmittal, pro rata, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after receipt of an “agent’s message” by the declarationExchange Agent, or automatic occurrence, of and such other documents as may be required by the Final Maturity DateExchange Agent, the Borrower holder of such Common Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall pay be entitled to receive in exchange therefor, and the Administrative Exchange Agent for distribution shall be required to promptly deliver to each Lendersuch holder, pro rata, the Merger Consideration into which the shares represented by such Common Certificates or Book-Entry Shares have been converted pursuant to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding this Article 2 (together with any Fractional Share Cash Amount and any dividends or other distributions payable pursuant to Section 2.2(d)). No interest shall be paid or accrued on any amount payable on due surrender of Common Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Common Certificate is registered, it shall be a condition precedent of payment that (A) the Common Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and unpaid Prepayment Premium(B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Common Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. Notwithstanding the foregoing, with respect to any shares of Company Common Stock held through The Depository Trust Company (“DTC”), until Advances Outstanding Parent and the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable after the First Parent Merger Effective Time and in any event not later than the third Business Day following the Closing Date, upon surrender of Company Common Stock held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration (together with any accrued Fractional Share Cash Amount and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and any dividends or other distributions payable on the Final Maturity Date and the Borrower shall pay pursuant to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a2.2(d)), from in each case, that such holder has the Payment Date when due and unpaid hereunderright to receive pursuant to this Article 2.

Payment Procedures. (ai) On each Payment DateAs promptly as practicable following the Effective Time and in any event not later than the third (3rd) Business Day thereafter, the Borrower Surviving Company shall pay, cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Administrative Effective Time represented outstanding Company Common Shares (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the account Merger Consideration into which the number of Company Common Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than three (3) Business Days after the Effective Time. Upon surrender of Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Paying Agent, including by the entry through a book-entry transfer agent of the applicable Lendersurrender of any Company Common Shares held in book entry on a book-entry statement, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid such other documents as of the last day of the related Interest Period as determined may customarily and reasonably be required by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DatePaying Agent, the Administrative Agent may make holder of such payments Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, Exchange Fund in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay exchange therefor an amount in cash equal to the lesser product of (iA) the Amortization Reduction Amount, number of Company Common Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (iiB) Advances Outstanding the Merger Consideration (less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss together with any accrued required bond or indemnity in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Company Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and unpaid Prepayment Premium)effect such transfer and to evidence that any applicable share transfer and other applicable Taxes have been paid or are not applicable. The Merger Consideration, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay full (less any applicable withholding Taxes) with respect to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents Company Common Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Share. (ii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity and (B) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due reduction or elimination of any such deduction and unpaid hereunderwithholding.

Payment Procedures. As soon as reasonably practicable after the Effective Time (and in any event within five Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than Shares to be cancelled in accordance with Section 2.4(b) and Dissenting Shares) immediately prior to the Effective Time (other than The Depository Trust Company (“DTC”)) (a) On each Payment Datea letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon delivery of the Borrower shall pay, Certificates (or effective affidavits of loss in lieu thereof) to the Administrative Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (b) instructions for distribution to each Lender effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the account applicable Merger Consideration payable in respect thereof pursuant to such letter of the applicable Lender, pro rata, transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the amounts due Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate or Uncertificated Shares to the Lenders under this clause (a)Paying Agent together with such letter of transmittal, all interest accrued duly executed and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, completed in accordance with the amounts due to instructions thereto and such other documents as may reasonably be requested by the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date Paying Agent, or, in any case, after the declaration, or automatic occurrence, case of the Final Maturity DateDTC, the Borrower customary surrender procedures of DTC and the Paying Agent, the holder of such Shares shall pay be entitled to receive in exchange for such properly surrendered Shares, and Parent and the Administrative Surviving Corporation shall cause the Paying Agent for distribution to each Lender, pro rata, to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount equal to the lesser product of (ix) the Amortization Reduction Amountnumber of Shares represented by such Certificate or Uncertificated Shares, as the case may be, multiplied by (y) the Merger Consideration, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are the Certificate or Uncertificated Shares so surrendered shall forthwith be cancelled. No interest will be paid in full. All Advances Outstanding shall be immediately due and payable or will accrue on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateMerger Consideration payable. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (a) On each Payment Date, the Borrower shall pay, as of immediately prior to the Administrative Agent Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the applicable LenderPayment Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the Lenders under provisions of this clause (a)Article II, all and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the related Interest Period as determined by the Administrative Agent and provided such Certificates or transfer of Book-Entry Shares pursuant to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)2.8. Until so surrendered or transferred, which amounts outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.

Payment Procedures. (ai) As soon as reasonably practicable after the First Effective Time and in any event not later than the third (3rd) Business Day following the Closing Date, Parent shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration, pursuant to Section 2.1, (A) a letter of transmittal with respect to Book- Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) On each Payment Date, the Borrower shall pay, surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Agent for distribution to each Lender for the account Exchange Agent, together with such letter of the applicable Lendertransmittal, pro rata, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after receipt of an “agent’s message” by the declarationExchange Agent, or automatic occurrence, of and such other documents as may customarily be required by the Final Maturity DateExchange Agent, the Borrower holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall pay be entitled to receive in exchange therefor, and the Administrative Exchange Agent for distribution shall be required to promptly deliver to each Lendersuch holder, pro rata, the Merger Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding this Article 2 (together with any accrued Fractional Share Cash Amount and unpaid Prepayment Premiumany dividends or other distributions payable pursuant to Section 2.2(c), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full). All Advances Outstanding No interest shall be immediately due and paid or accrued on any amount payable on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Final Maturity Date Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Borrower Person requesting such payment shall pay have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the Administrative Agent for distribution registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datebe paid. (diii) The parties hereby agree that if Exchange Agent, the funds on deposit in the Collection Account are insufficient Company, Parent and each Merger Sub, as applicable, shall be entitled to pay deduct and withhold from any amounts due and otherwise payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable to any Person under this Agreement such amounts as are required to be deducted and withheld related to the other Transaction Documents in accordance with making of such payment under applicable Law related to Taxes. To the terms extent that amounts are so deducted or withheld under this Section 2.2(b)(iii) and timely paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for purposes of this Agreement and as having been paid to the other Transaction Documents, together with interest accrued as set forth Person in Section 2.07(a), from the Payment Date when due and unpaid hereunderrespect of which such deduction or withholding was made.

Payment Procedures. (ai) On As soon as reasonably practicable after the Effective Time, but in no event later than three Business Days after the Effective Time, Parent will cause the Payment Agent to mail to each holder of record of a Company Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (A) a letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon proper delivery of the Company Certificates to the Payment DateAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and such letter of transmittal will be in such form and have such other provisions as Parent may specify consistent with this Agreement) and (B) instructions for use in effecting the surrender of the Company Certificates or, in the case of Book-Entry Shares, the Borrower shall paysurrender of such Book-Entry Shares in exchange for the Merger Consideration. (ii) After the Effective Time, and upon surrender in accordance with Section 2.3(b)(i) of a Company Certificate or Book-Entry Shares for cancellation to the Payment Agent, together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Payment Agent, the holder of such Company Certificate or Book-Entry Shares will be entitled to receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the provisions of this Article II and the Company Certificate or Book-Entry Shares so surrendered will be canceled. In the event of a transfer of ownership of shares of Company Common Stock that are not registered in the transfer records of the Company, payment may be issued to a person other than the person in whose name the Company Certificate or Book-Entry Shares so surrendered is registered (the “Transferee”) if such Company Certificate or Book-Entry Share is properly endorsed or otherwise in proper form for transfer and the Transferee pays any transfer or other Taxes required by reason of such payment to a person other than the registered holder of such Company Certificate or Book-Entry Shares or establishes to the satisfaction of the Payment Agent that such Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Company Certificate and each Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Merger Consideration that the holder thereof has the right to receive in respect of such Company Certificate or Book-Entry Shares pursuant to the provisions of this Article II, subject, however, to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date Surviving Corporation’s obligation to pay all dividends that may have been declared by the Company (solely as permitted by Section 5.1) and that remain unpaid at the Effective Time. No interest amounts in full due and will be paid or will accrue on any Merger Consideration payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior holders of Company Certificates or Book-Entry Shares pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.

Payment Procedures. (ai) On each Payment DateWith respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Borrower Surviving Corporation shall paycause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Administrative Agent Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for distribution to each Lender use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the applicable LenderPaying Agent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Lenders under this clause Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Merger Consideration payable for each Company Share represented by such Certificate pursuant to Section 2.7 (aless any applicable withholding Tax pursuant to Section 2.8(e)), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts Certificates so surrendered shall forthwith be deemed to be an Advance made hereundercanceled. (bii) On With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 2.8(e)), in each Payment Date prior case promptly following the Effective Time and upon surrender thereof to the occurrence Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Commitment Termination Date Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Borrower shall pay Paying Agent and DTC to ensure that the Administrative Paying Agent for distribution will transmit to each Lender for DTC or its nominees as soon as practicable after the account Effective Time, upon surrender of the applicable Lender, pro rata, Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the amounts due Merger Consideration payable for each such Uncertificated Share pursuant to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodSection 2.7. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (diii) The parties hereby agree that if Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the funds on deposit in the Collection Account are insufficient Paying Agent may impose to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the terms benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Taxes pursuant to Section 2.8(e), payable in respect thereof pursuant to the provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.

Payment Procedures. (a) On each Payment If a Milestone is achieved on or prior to the applicable Milestone Outside Date, then (i) as soon as reasonably practicable following the Borrower shall pay, to the Administrative Agent for distribution to each Lender for the account achievement of the applicable LenderMilestone (and in any event no later than thirty (30) days) after the date on which the applicable Milestone is achieved, pro rata, in accordance with the amounts due Parent shall deliver (or cause to be delivered) to the Lenders Rights Agent a written notice (each, a “Milestone Notice” and each date on which such Milestone Notice is delivered to the Rights Agent, a “Milestone Notice Date”) indicating which Milestone has been achieved (or indicating that both Milestones were achieved) and (ii) no later than ten (10) Business Days after the applicable Milestone Notice Date (the “Milestone Payment Date”), Parent shall deliver to the Rights Agent cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the applicable Milestone Payment Amount to all Holders other than Equity Award Holders with respect to which the applicable Milestone Payment Amount is subject to deduction for any required withholding Tax (with respect to which any such amounts payable shall be retained by Parent for payment pursuant to Section 2.4(b) of this Agreement and Section 3.5 of the Merger Agreement). The Milestone Payment Amount with respect to Milestone 1 shall only be paid in respect of Milestone 1, if at all, one time under this clause (a)Agreement, all interest accrued and unpaid as the Milestone Payment Amount with respect to Milestone 2 shall only be paid in respect of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DateMilestone 2, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount if at all, one time under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderAgreement. (b) On The Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of a Milestone Notice, send each Holder (other than the Equity Award Holders with respect to which the applicable Milestone Payment Date prior Amount is subject to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent deduction for distribution to each Lender for the account any required withholding Tax) at its registered address a copy of the applicable LenderMilestone Notice and pay, pro ratasubject to deduction for any required withholding Tax pursuant to Section 3.7 of the Merger Agreement, the applicable Milestone Payment Amount to each such Holder by check mailed to the address of each such Holder as reflected in the CVR Register as of 5:00 p.m., Eastern time, on the date of the applicable Milestone Notice. Parent (i) shall promptly, and in any event within ten (10) Business Days after delivery to the Rights Agent of the applicable Milestone Notice, send each Holder with respect to which the applicable Milestone Payment Amount is subject to deduction for any required withholding Tax at such Holder’s registered address a copy of such Milestone Notice and (ii) with respect to any portion of the applicable Milestone Payment that is payable to each such Holder, shall, as soon as reasonably practicable following the applicable Milestone Payment Date (but in any event no later than the next regularly scheduled payroll date that is at least five (5) Business Days following such Milestone Payment Date, and in all events no later than the date that is seventy-five (75) days following the date on which the applicable Milestone is achieved), pay, or shall cause the Surviving Corporation or an Affiliate thereof to pay through Parent’s, the Company’s or such Affiliate’s payroll system or accounts payable systems, as applicable (and subject to deduction for any required withholding Tax pursuant to Section 3.7 of the Merger Agreement), the applicable Milestone Payment Amount payable to each such Holder in accordance with Section 3.6 of the amounts due Merger Agreement. Notwithstanding anything in this Agreement to the Lenders under this clause (b) any Non-Utilization Fee that contrary, it is accrued and unpaid as the intent of the last day parties that the Milestones shall be deemed a conditional payment that constitutes a substantial risk of forfeiture within the meaning of Section 409A of the related Non-Utilization PeriodCode and that any Milestone Payment Amounts with respect to Company Stock Awards be exempt from Section 409A of the Code. For purposes of Section 409A of the Code, each payment in respect of a Company Stock Award under Section 3.6 of the Merger Agreement or this Agreement shall be treated as a separate payment. (c) On each Unless otherwise required as a result of a change of law, and except to the extent any portion of the Milestone Payment Date following is required to be treated as imputed interest pursuant to applicable Tax Law, the Commitment Termination Date parties hereto agree to treat the CVRs for all U.S. federal and applicable state and local income Tax purposes as additional consideration paid at the Effective Time for the Company Shares (or, to the extent the CVRs are received with respect to In the Money Options or Company RSU Awards, as wages or other compensation for services in any casethe year in which the applicable Milestone Payment Amount is made) pursuant to the Offer or the Merger Agreement, after as the declarationcase may be, or automatic occurrence, and none of the Final Maturity Date, the Borrower parties hereto shall pay take any position to the Administrative Agent contrary on any Tax Return or for distribution to each Lender, pro rata, to pay an amount equal to other U.S. federal and applicable state and local income Tax purposes except as required by applicable Tax Law. Parent and the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable Company may report imputed interest on the Final Maturity Date and CVRs (other than CVRs in respect of In the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateMoney Options or Company RSU Awards) as required by applicable Tax Law. (d) The parties hereby agree that if Parent, its applicable Affiliates (including the funds on deposit in Surviving Corporation) or any other applicable withholding agent shall be entitled to deduct and withhold, or cause the Collection Account are insufficient Rights Agent to pay deduct and withhold, from any Milestone Payment Amount or any other amounts otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld therefrom under applicable Tax Law, as may reasonably be determined by Parent or the Rights Agent. With respect to any amounts due and payable on a Payment Date to Equity Award Holders, any such Tax withholdings may be made, or otherwisecaused to be made, by Parent through Parent’s, the Borrower Surviving Corporation’s or its applicable Affiliate’s payroll system. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder (other than an Equity Award Holder), Parent shall nevertheless remain responsible forinstruct the Rights Agent to solicit IRS Forms W-9 or W-8, as applicable, or any other appropriate forms or information, from such Holders within a reasonable amount of time in order to provide a reasonable opportunity for such Holder to avoid or reduce such withholding, and the Milestone Payment Amount may be reasonably delayed in order to gather such necessary Tax forms. Parent, its Subsidiaries (including the Surviving Corporation) and the Rights Agent may assume all such forms in their possession or provided by any such Holder are valid under applicable Tax Law until subsequently notified by such Holder. Parent or its applicable Subsidiary (including the Surviving Corporation) shall, or shall pay when duecause the Rights Agent to, take all action that may be necessary to ensure that any amounts payable deducted or withheld in respect of Taxes are promptly and properly remitted to the appropriate Taxing Authority. To the extent any amounts are so deducted and withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made, and as required by applicable Tax Law. Parent shall direct and instruct the Rights Agent regarding the Tax information reporting with respect to any Milestone Payment Amount under applicable Tax Law, and the Rights Agent will comply with any Tax reporting obligations in accordance with applicable Tax Law and Parent’s instructions. (e) Any portion of any aggregate Milestone Payment Amount delivered to the Rights Agent that remains undistributed to a Holder twelve (12) months after the date of the delivery of the applicable Milestone Notice shall be delivered by the Rights Agent to Parent, upon demand, and any Holder shall thereafter look only to Parent (subject to abandoned property, escheat and other similar applicable Law) for payment of such Milestone Payment Amount, without interest, but such Holder shall have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Law. (f) Neither Parent nor the Rights Agent shall be liable to any Person in respect of any Milestone Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite ▇▇▇▇▇▇’s and the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid prior to the date on which such Milestone Payment Amount would otherwise escheat to or become the property of any Governmental Authority, any such Milestone Payment Amount shall, to the extent permitted by applicable Law, immediately prior to such time, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to Parent. (g) All funds received by the Rights Agent under this Agreement that are to be distributed or applied by the Rights Agent in the performance of services hereunder (the “Funds”) shall be held by the Rights Agent as agent for Parent and deposited in one or more bank accounts to be maintained by the Rights Agent in its name as agent for Parent. The Rights Agent agrees that any Funds deposited with the Rights Agent pursuant to this Agreement shall constitute a segregated account and shall not be commingled with the moneys, assets or property of the Rights Agent or any other Transaction Documents in accordance with Person. Until paid pursuant to the terms of this Agreement and Agreement, the Rights Agent will hold or invest the Funds as directed by ▇▇▇▇▇▇; provided that any such investments shall be (i) in obligations of, or guaranteed by, the United States of America, (ii) in commercial paper obligations rated A-1 or P-1 or better by ▇▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, (iii) in certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks with capital exceeding $1 billion, or (iv) in money market funds having a rating in the highest investment category granted by a recognized credit rating agency at the time of acquisition or a combination of the foregoing, and, in any such case, no such investment will (x) relieve Parent or the Rights Agent from making any payment required by this Section 2.4 or (y) have maturities that could prevent or delay payments to be made pursuant to this Agreement. The Funds shall not be used for any purpose other Transaction Documents, together than the payment of the Milestone Payment Amounts; provided that any interest or income produced by investments with interest accrued as set forth in Section 2.07(a), from respect to the Payment Date when due and unpaid hereunderFunds shall be the property of Parent.

Payment Procedures. (a) On each If a Milestone occurs, then on a date (the “Milestone Payment Date”) that is within 10 Business Days following such event, the Borrower Parent shall pay, deliver to the Administrative Rights Agent for distribution to each Lender for (i) a notice (the account “Milestone Satisfaction Notice”) which shall be in the form of an Officer’s Certificate stating the date of the satisfaction of such Milestone and that the Holders are entitled to receive the applicable Lender, pro rata, Milestone Payment and (ii) cash in accordance with the amounts due aggregate amount of the Milestone Payment payable to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided Holders. In no event shall payment be made with respect to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereundermore than a single Milestone. (b) On The Rights Agent shall promptly, and in no event later than 10 Business Days after receipt, (i) send each Holder at its address set forth in the CVR Register a copy of the Milestone Satisfaction Notice and (ii) pay the Milestone Payment Date to each of the Holders (the amount which each Holder is entitled to receive, subject to Section 2.4(c), will be based on the applicable Milestone Payment multiplied by the number of CVRs held by such Holder at the time of such payment as reflected on the CVR Register) by check mailed to the address of each Holder as set forth in the CVR Register as of the close of business on the first Business Day prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodMilestone Payment Date. (c) On each Payment Date following Except to the Commitment Termination Date or, in extent any case, after the declaration, or automatic occurrence, portion of the Final Maturity DateMilestone Payment is required to be treated as imputed interest pursuant to applicable Law, the Borrower shall pay Holders and the parties hereto agree to treat the CVRs and the Milestone Payment for all Tax purposes as additional consideration for the shares of Common Stock, Options and shares of Restricted Stock pursuant to the Administrative Agent for distribution to each LenderMerger Agreement, pro rata, to pay an amount equal and none of the Holders and the parties hereto will take any position to the lesser of (i) contrary on any Tax Return or for other Tax purposes except as required by applicable Law. Parent and the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding Company shall be immediately due and payable report imputed interest on the Final Maturity Date and CVRs pursuant to Section 483 of the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateCode. (d) The parties hereby agree Parent shall be entitled to deduct and withhold, or cause to be deducted and withheld, from the Milestone Payment otherwise payable 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 applicable Law relating to Taxes. To the extent that if the funds on deposit in the Collection Account amounts are insufficient so deducted and withheld and paid over to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance deposited with the terms relevant Governmental Authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any Holder, the other Transaction DocumentsRights Agent shall, together with interest accrued as to the extent practicable, provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts; provided that the time period for payment of a Milestone Payment by the Rights Agent set forth in Section 2.07(a2.4(b) shall be extended by a period equal to any delay caused by the Holder providing such forms. (e) Any portion of the Milestone Payment that remains undistributed to the Holders for six months after the Milestone Payment Date shall be delivered by the Rights Agent to Parent, upon demand, and any Holder shall thereafter look only to Parent for payment of such Milestone Payment, but shall have no greater rights against Parent than may be accorded to general unsecured creditors of Parent under applicable Law. (f) Neither Parent nor the Rights Agent shall be liable to any Person in respect of a Milestone Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law. If the Milestone Payment (or portion thereof) made by Parent remains unclaimed by a Holder two years after the applicable Milestone Payment Date (or immediately prior to such earlier date on which the Milestone Payment would otherwise escheat to or become the property of any Governmental Authority), from any such Milestone Payment (or portion thereof) shall, to the Payment Date when due extent permitted by applicable Law, become the property of Parent, free and unpaid hereunderclear of all claims or interest of any Person previously entitled thereto.

Payment Procedures. (ai) On each Payment As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall cause the Borrower shall payExchange Agent to deliver to each record holder (other than record holders of Cancelled Shares or Appraisal Shares), as of immediately prior to the Administrative Effective Time, of (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (B) shares of Company Common Stock that were represented by book-entry (“Book-Entry Shares”) a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for distribution use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration, together with any amounts payable pursuant to Section 3.3(g), if applicable. (ii) Upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares, delivery of a duly completed and validly executed Letter of Transmittal, and such other customary documents as may be reasonably required by the Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to this Article III, together with any amounts payable pursuant to Section 3.3(g), if applicable, for each Lender share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, and all Certificates so surrendered shall be forthwith cancelled. No interest shall be paid or accrued for the account benefit of holders of the applicable LenderCertificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock, pro rata, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in accordance with proper form for transfer and that the amounts due Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the Lenders under satisfaction of the Surviving Entity that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this clause (aSection 3.3(b)(ii), all interest accrued each Certificate and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts each Book-Entry Share shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) at any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, time after the declarationEffective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of such shares of Company Common Stock, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premiumamounts payable to such holder pursuant to Section 3.3(g), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateif applicable. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (a) On Promptly, but in no event later than two (2) Business Days, after the Effective Time, Parent shall cause the Paying Agent to mail to each Payment Dateholder of record of a Certificate that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 1.8 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (with such letter of transmittal being reasonably acceptable to Company prior to the Effective Time). Upon surrender to the Paying Agent or to such other agent or agents as Parent may appoint of Certificates, together with such letter of transmittal, duly executed and completed, and such other documents as the Paying Agent may reasonably require, the Borrower holder shall paybe entitled to receive the Merger Consideration in exchange for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. Promptly, but in no event later than two (2) Business Days, after the Effective Time, Parent shall cause the Paying Agent to issue and send to each holder of record of Book-Entry Shares (including Book-Entry Shares held through The Depository Trust Company) that immediately prior to the Administrative Agent for distribution Effective Time represented shares of Company Common Stock that were converted into the right to each Lender for receive the account of the applicable Lender, pro rata, Merger Consideration pursuant to Section 1.8 a cash amount in accordance with the amounts due immediately available funds equal to the Lenders under this clause (a)Merger Consideration for each share of Company Common Stock formerly represented by such Book-Entry Shares, all interest accrued and unpaid as without such holder being required to deliver a Certificate or an executed letter of the last day of the related Interest Period as determined by the Administrative Agent and provided transmittal to the BorrowerPaying Agent, and such Book-Entry Shares shall then be cancelled. If the Borrower is unable on any Payment Date to pay all No interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderpaid or accrue on the Merger Consideration. (b) On each Payment Date prior If any portion of the Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the occurrence payment of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee such Merger Consideration that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) Advances Outstanding the Person requesting such payment shall have (together with A) paid any accrued transfer and unpaid Prepayment Premium), until Advances Outstanding other Taxes required by reason of such payment in a name other than that of the registered holder of the Certificate surrendered or (together with any accrued and unpaid Prepayment PremiumB) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay established to the Administrative Agent for distribution reasonable satisfaction of Parent that any such Taxes either have been paid or are not payable. Payment of the Merger Consideration with respect to each Lender, pro rata, all Advances Outstanding on Book-Entry Shares shall only be payable to the Final Maturity DatePerson in whose name such Book-Entry Shares are registered. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly following the Effective Time (abut in no event later than five (5) On business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each Payment Date, the Borrower shall pay, holder of record (as of immediately prior to the Administrative Agent Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the applicable LenderPayment Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the Lenders under provisions of this clause (a)Article II, all and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the related Interest Period as determined by the Administrative Agent and provided such Certificates or transfer of Book-Entry Shares pursuant to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)2.6. Until so surrendered or transferred, which amounts outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.

Payment Procedures. (a) On or prior to each Royalty Right Payment Date, the Borrower Seller shall (i) pay, by wire transfer in immediately available funds in U.S. dollars to the Administrative Agent Purchaser Account, the Royalty Right Payment Amount with respect to the corresponding Royalty Right Period and (ii) deliver to the Purchaser a report (a “Report”) setting forth (A) such Royalty Right Payment Amount and (B) MosaiQ™ Net Sales for distribution such Royalty Right Period, calculated in reasonable detail. Each Report and the contents thereof shall be subject to each Lender the Confidentiality Agreement. Notwithstanding the foregoing, the Seller shall not be obligated to deliver any Report pursuant to this Section 2.2 unless the Confidentiality Agreement is effective and has a remaining term of not less than six (6) months at the time such Report is to be delivered, (b) All payments made by or on behalf of the Seller (including any Successor Company) in respect of this Royalty Right Agreement or the Royalty Right will be made free and clear of and without withholding or deduction for, or on account of, any Taxes unless the withholding or deduction of such Taxes is then required by law. If any deduction or withholding for, or on account of, any Taxes imposed or levied by or on behalf of a Relevant Taxing Jurisdiction, will at any time be required by law to be made from any payments made by or on behalf of the Seller or paying agent with respect to this Royalty Right Agreement or the Royalty Right the Seller will pay (together with such payments) such additional amounts (the “Additional Amounts”) as may be necessary in order that the net amounts received by the Purchaser in respect of such payments, after such withholding or deduction (including any such deduction or withholding from such Additional Amounts), will not be less than the amounts which would have been received by the Purchaser in respect of such payments on this Royalty Right Agreement or the Royalty Right, as applicable, in the absence of such withholding or deduction; provided, however, that no such Additional Amounts will be payable for or on account of: (1) any Taxes that would not have been so imposed but for the account existence of any present or former connection between the Purchaser and a Relevant Taxing Jurisdiction (it being understood that a Relevant Taxing Jurisdiction is to be determined as though a payment with respect to this Royalty Right Agreement or the Royalty Right were made on the Issue Date) but excluding, in each case, any connection arising solely from the acquisition, ownership or holding of this Royalty Right Agreement or the Royalty Right or the receipt of any payment or the exercise or enforcement of rights under this Royalty Right Agreement or the Royalty Right; (2) any Tax that is imposed or withheld by reason of the applicable Lenderfailure by the Purchaser or the beneficial owner of this Royalty Right Agreement or the Royalty Right to comply with a reasonable written request of the Seller addressed to the Purchaser, pro rataafter reasonable notice (at least 30 days before any such withholding or deduction would be payable), to provide certification, information, documents or other evidence concerning the nationality, residence or identity of the Purchaser or such beneficial owner or to make any declaration or similar claim or satisfy any other reporting requirement relating to such matters that is required by a statute, treaty, regulation or administrative practice of the Relevant Taxing Jurisdiction as a precondition to exemption from, or reduction in the rate of deduction of, all or part of such Tax but only to the extent the Purchaser or such beneficial owner is legally entitled to provide such certification or documentation; (3) any Taxes that are payable otherwise than by deduction or withholding from a payment under or with respect to this Royalty Right Agreement or the Royalty Right; (4) any estate, inheritance, gift, sales, excise, transfer, personal property or similar tax, assessment or other governmental charge; (5) any tax imposed by reason of the Purchaser’s or beneficial owner’s past or present status (or the past or present status of a fiduciary, settlor, beneficiary, member or shareholder of, or possessor of a power over, the Purchaser or beneficial owner, if the Purchaser or beneficial owner is an estate, a trust, a partnership or a corporation) as a personal holding company, private foundation or other tax exempt organization, passive foreign investment company, controlled foreign corporation with respect to the United States, bank, or as a corporation that accumulates earnings to avoid U.S. federal income tax; or (6) any combination of items (1) through (5) above. Notwithstanding anything to the contrary herein, the Seller shall be permitted to withhold or deduct any amounts required by FATCA and the Seller shall not be required to pay any additional amounts with respect to any FATCA withholding or deduction imposed on or with respect to this Royalty Right Agreement or the Royalty Right. The Seller will (i) make any required withholding or deduction and (ii) remit the full amount deducted or withheld to the Relevant Taxing Jurisdiction in accordance with applicable Law. The Seller will provide certified copies of tax receipts evidencing the amounts due payment of any Taxes so deducted or withheld to each Relevant Taxing Jurisdiction imposing such Taxes, or if such tax receipts are not available, certified copies of other reasonable evidence of such payments as soon as reasonably practicable to the Lenders under Purchaser. Wherever in this clause Royalty Right Agreement there is mentioned, in any context: (a)1) the Royalty Right Payment Amount; or (2) interest, all interest accrued and unpaid as if any, pursuant to Section 2.5 of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on this Royalty Right Agreement such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts reference shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior include payment of Additional Amounts to the occurrence extent that, in such context, Additional Amounts are, were or would be payable in respect thereof. The foregoing obligations will survive any termination, defeasance or discharge of this Royalty Right Agreement or Royalty Right and any transfer by the Purchaser or beneficial owner of this Royalty Right Agreement or the Royalty Right, and will apply mutatis mutandis to any jurisdiction in which any Successor Company is organized, engaged in business for tax purposes or otherwise resident for tax purposes, or any jurisdiction from or through which any payment under, or with respect to this Royalty Right Agreement or Royalty Right is made by or on behalf of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declarationSeller, or automatic occurrence, of any political subdivision or governmental authority thereof or therein having the Final Maturity Date, the Borrower shall pay power to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datetax. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (ai) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates or Book-Entry Shares shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), and (y) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. On each Payment the Closing Date, Parent shall cause the Borrower shall payPaying Agent also to deliver, or cause to be delivered, to each holder of a Company Stock Option by wire transfer the Administrative amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent for distribution to each Lender for together with, in the account case of the applicable LenderCertificates, pro ratasuch letter of transmittal, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after receipt by the declaration, or automatic occurrence, Paying Agent of an “agent’s message,” and such other documents as may customarily be required by the Final Maturity DatePaying Agent, the Borrower holder of such Certificates or Book-Entry Shares shall pay be entitled to the Administrative Agent for distribution to each Lender, pro rata, to pay receive in exchange therefor a check in an amount equal to the lesser product of (ix) the Amortization Reduction Amountnumber of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (iias defined in Section 3.15(b)) Advances Outstanding (together with any accrued and unpaid Prepayment Premium)have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding each Certificate or Company Book-Entry Share shall be immediately due and payable on deemed at any time after the Final Maturity Date and Effective Time to represent only the Borrower shall pay right to receive upon such surrender the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateapplicable Merger Consideration as contemplated by this Article II. (diii) The parties hereby agree that if For the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwiseavoidance of doubt, the Borrower Paying Agent, the Surviving Corporation and Parent shall nevertheless remain responsible for, each be entitled to deduct and shall pay when due, all amounts withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the other Transaction Documents applicable Governmental Entity (as defined in accordance with the terms Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options, in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding were made.

Payment Procedures. (a) On each Payment DateIn connection with delivery of any Milestone Certificate, the Borrower Parent shall pay, also deliver to the Administrative Rights Agent for distribution to each Lender for cash in immediately available funds in the account aggregate amount of the applicable Lender, pro rata, in accordance Milestone Amount concurrently with the amounts due to delivery of such Milestone Certificate (the Lenders under this clause (a)date of such payment, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such “Milestone Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a”), which amounts shall be deemed to be an Advance made hereunder. (b) On The Rights Agent shall promptly, and in no event later than twenty (20) Business Days after receipt, send each Payment Date prior Holder at its registered address a copy of any certificate and Net Sales Calculation delivered by Parent or the Company pursuant to Section 2.4. If in such certificate Parent or the Company certifies that a Milestone Amount is payable to the occurrence Holders, then the Rights Agent shall also pay the applicable Milestone Per Share Amount to each of the Commitment Termination Date Holders (the Borrower shall pay amount which each Holder is entitled to receive will be based on the Milestone Per Share Amount with respect to such Milestone multiplied by the number of CVRs held by such Holder, as reflected on the CVR Register, rounded down to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due nearest cent) by check mailed to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid address of each Holder as reflected in the CVR Register as of the last day close of business on the related Non-Utilization Periodfirst Business Day following the Milestone Payment Date. (c) On each Payment Date following Parent and the Commitment Termination Date or, in any case, after the declarationRights Agent shall be entitled to deduct and withhold, or automatic occurrencecause to be deducted or withheld, from the payment of any Milestone Amount or Milestone Per Share Amount otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the Final Maturity Datemaking of such payment under the Code, or any provision of state, local or foreign Tax Law. To the extent that amounts are so withheld and paid over to or deposited with the relevant governmental authority, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, the Borrower shall pay Rights Agent shall, to the Administrative Agent for distribution to each Lenderextent practicable, pro rata, to pay an amount equal provide notice to the lesser Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms (iincluding an IRS Form W-9 or an applicable IRS Form W-8) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay order to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateavoid or reduce such withholding amounts. (d) The parties hereby agree In the event that any holder of a Company Warrant exercises such Warrant after one or more Milestone Payment Dates, such holder shall be entitled to receive payment by the Rights Agent from the applicable Warrant Milestone Amount(s) as if such holder were a Holder at or prior to the funds applicable Milestone Payment Date as provided in Section 2.5(b) above. (e) Any portion of any Milestone Amount (other than any Warrant Milestone Amount) that remains undistributed to the Holders for one year after any applicable Milestone Payment Date (or immediately prior to such earlier date on deposit which the Milestone Payment would otherwise escheat to or become the property of any governmental body) shall be delivered by the Rights Agent to Parent and any Holder shall thereafter look only to Parent for payment of any portion of such Milestone Amount. (f) Any portion of any Warrant Milestone Amount that remains undistributed as of March 31, 2017 shall be promptly distributed to the Holders by the Rights Agent (the amount which each Holder is entitled to receive will be based on the remaining balance of such Warrant Milestone Amount divided by the number of outstanding CVRs, multiplied by the number of CVRs held by such Holder, as reflected on the CVR Register, rounded down to the nearest cent) by check mailed to the address of each Holder as reflected in the Collection Account are insufficient CVR Register. To the extent that any portion of any Warrant Milestone Amount remains undistributed to pay the Holders as of March 31, 2018, such Warrant Milestone Amount shall be delivered by the Rights Agent to Parent and any amounts due and payable on Holder shall thereafter look only to Parent for payment of any portion of such Warrant Milestone Amount. (g) Neither Parent nor the Rights Agent shall be liable to any person in respect of any portion of a Payment Date Milestone Amount delivered to a public official pursuant to any applicable abandoned property, escheat or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereundersimilar Legal Requirement.

Payment Procedures. (a) On As soon as practicable after the Effective Time (but in no event later than two (2) Business Days following the Effective Time), Parent shall cause the Paying Agent to mail to each Payment Dateholder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (collectively, the Borrower “Certificates”), and to each holder of record of uncertificated shares of Company Common Stock outstanding immediately prior to the Effective Time that are represented by book-entry (the “Book-Entry Shares”): (i) a letter of transmittal which shall payspecify that delivery shall be effective, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates (or, in the case of Book Entry Shares, in adherence with the applicable procedures set forth in the letter of transmittal) to the Paying Agent, and which letter of transmittal shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree before the Effective Time; and (ii) instructions for effecting the surrender of such Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for such holder’s applicable portion of the Cash Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof), or in the case of Book-Entry Shares, in adherence with the applicable procedures set forth in the letter of transmittal, to the Administrative Agent for distribution to each Lender for the account Paying Agent, together with such letter of the applicable Lendertransmittal, pro rata, duly executed and completed in accordance with the amounts due instructions to the Lenders under this clause (a)letter of transmittal, all interest accrued and unpaid such other documents as may be reasonably required by the Paying Agent or pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the applicable portion of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction AmountCash Consideration, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding the Certificates or Book-Entry Shares so surrendered shall forthwith be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datecancelled. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record (aas of the Effective Time) On each Payment Dateof a certificate or certificates (the “Certificates”), the Borrower shall pay, which immediately prior to the Administrative Effective Time represented the outstanding shares of Company Common Stock converted into the right to receive the portion of the Merger Consideration payable for such Company Common Stock, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall contain such other provisions as Parent shall reasonably specify) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates in exchange for the account portion of the applicable LenderMerger Consideration payable upon surrender of said Certificates. Parent shall use reasonable efforts to cause such mailings to occur no later than three (3) business days after the Effective Time. Upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other documents as may be required pursuant to those instructions, the Lenders under this clause (a), all interest accrued and unpaid as holders of such Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the portion of the last day Merger Consideration payable for such shares of Company Common Stock, and the related Interest Period as determined by the Administrative Agent and provided to the BorrowerCertificates so surrendered shall forthwith be canceled. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DateUntil so surrendered, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the ownership of the respective portion of the Merger Consideration to which the record holder of such Certificates is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Paying Agent shall deliver to the occurrence record holders thereof, without interest, the portion of the Commitment Termination Date the Borrower shall pay Merger Consideration to which such holder is entitled upon surrender of said Certificates, subject to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as restrictions set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderherein.

Payment Procedures. (a) On each If the Milestone occurs at any time prior to the expiration of the Milestone Period, then, on or prior to the Milestone Payment Date, Parent Holdco will deliver or cause to be delivered to the Borrower shall payRights Agent (i) a certificate (the “Milestone Achievement Certificate”) certifying the date of the satisfaction of the Milestone and that the Holders are entitled to receive the Milestone Payment and (ii) a wire transfer of immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding multiplied by the amount of the Milestone Payment (the “Aggregate Milestone Payment”). After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within five (5) Business Days) pay (x) by one lump sum wire payment to DTC for any Holder who is a former street name holder of Shares and (y) for all other Holders, by check mailed, first-class postage prepaid, to the Administrative Agent for distribution to address of each Lender for Holder set forth in the account CVR Register or by other method of delivery as specified by the applicable LenderHolder in writing to the Rights Agent (such amount in (x) and (y) together, pro rata, an amount in cash equal to Aggregate Milestone Payment). The Rights Agent shall hold the Aggregate Milestone Payment in a non-interest bearing account until such payment is made in accordance with the amounts due foregoing sentence. Notwithstanding the foregoing, in no event shall Parent Holdco be required to pay the Lenders under this clause (a), all interest accrued Milestone Payment more than once and unpaid as Parent Holdco shall not be required to pay the Milestone Payment if the Milestone occurs after the expiration of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderMilestone Period. (b) On each Payment Date prior Parent Holdco or the Rights Agent shall be entitled to deduct or withhold from the Milestone Payment, if payable, such amounts as may be required to be deducted or withheld with respect to the occurrence Milestone Payment or CVR under the Code, and the rules and regulations thereunder, or any other applicable provision of state, local or foreign Law relating to Taxes, as may be reasonably determined by Parent Holdco or the Commitment Termination Date Rights Agent. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, the Borrower shall pay Rights Agent shall, to the Administrative Agent for distribution to each Lender for the account of the applicable Lenderextent practicable, pro rata, in accordance with the amounts due provide notice to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as Holder of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date orsuch potential withholding and, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.applicable,

Payment Procedures. Promptly after the Effective Time (abut in no event more than five (5) On each Payment Datebusiness days thereafter), the Borrower Surviving Corporation shall paycause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Administrative Agent for distribution to each Lender for the account Certificates or Book-Entry Shares shall pass, only upon delivery of the applicable LenderCertificates or Book-Entry Shares to the Paying Agent, pro rataand which shall be in such form and shall have such other customary provisions as Parent and the Company prior to the Effective Time may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares will be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1, and a holder of Book-Entry Shares will be deemed to have surrendered their Book-Entry Shares upon delivery to the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) regarding the book-entry transfer of such holder’s Book-Entry Shares, and such record holder, upon delivery of an “agent’s message” or such other evidence, will be entitled to receive the Merger Consideration for such Book-Entry Shares. Upon surrender of a Certificate or Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, if applicable, duly completed and validly executed in accordance with the amounts due instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each Share formerly represented by such Certificate or Book Entry-Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered and shall have established to the Lenders under this clause (a), all interest accrued and unpaid as reasonable satisfaction of the last day of the related Interest Period Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as determined contemplated by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)3.2, which amounts each Certificate or Book-Entry Share shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) at any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, time after the declarationEffective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datewithout interest. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (ai) On each Payment As soon as reasonably practicable after the Effective Time and in any event not later than the second (2nd) Business Day following the Closing Date, Parent shall cause the Borrower Paying Agent to mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall payspecify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for distribution to each Lender use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the account Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the applicable LenderPaying Agent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the Lenders under this clause product of (a), all x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (y) the Merger Consideration. No interest shall be paid or accrued and unpaid as on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the last day Company, payment of the related Interest Period as determined by Merger Consideration upon due surrender of a Certificate may be paid to such a transferee if the Administrative Agent and provided Certificate formerly representing such Shares is presented to the Borrower. If the Borrower is unable on Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderapplicable stock transfer Taxes have been paid or are not applicable. (biii) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity DateThe Paying Agent, the Borrower shall pay to Company, the Administrative Agent for distribution to each LenderSurviving Corporation, pro rataParent and Merger Sub, to pay an amount equal to the lesser of (i) the Amortization Reduction Amountas applicable, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due entitled to deduct and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay withhold from any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of applicable state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and timely and properly paid over to the other Transaction Documents in accordance with the terms relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement and as having been paid to the other Transaction Documents, together with interest accrued as set forth Person in Section 2.07(a), from the Payment Date when due and unpaid hereunderrespect of which such deduction or withholding was made.

Payment Procedures. As soon as possible after the Effective Time (abut in no event later than three (3) On Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Payment Date, the Borrower shall pay, holder of record of a Certificate or Certificates or Book-Entry Shares that immediately prior to the Administrative Agent for distribution Effective Time represented outstanding Shares (other than Excluded Shares and Dissenting Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to each Lender for the account Certificates or Book-Entry Shares shall pass to the Paying Agent, only upon delivery of the applicable LenderCertificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, pro rataand which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed in accordance with the amounts due instructions thereto, and such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of Merger Consideration payable in cash in respect of the Shares previously represented by such Certificate or Book-Entry Shares pursuant to the Lenders under provisions of this clause Article II, to be paid within three (a), all interest accrued and unpaid as 3) Business Days (or such longer period required by the Paying Agent) of the last day Paying Agent’s receipt of such Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares, the duly executed and completed letter of transmittal and any other documents as reasonably required by the Paying Agent, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the related Interest Period as determined Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the Administrative Agent and provided payment to a Person other than the registered holder of such Certificate or establish to the Borrowersatisfaction of Parent that such Tax has been paid or is not applicable. If the Borrower is unable No interest shall be paid or accrue on any Payment Date cash payable pursuant to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder2.2. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly (aand in any event within three (3) On Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each Payment Date, the Borrower shall pay, holder of record (as of immediately prior to the Administrative Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the applicable LenderPayment Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the Lenders under provisions of this clause (a)Article III, all and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates on the Merger Consideration payable upon the surrender of the related Interest Period as determined by the Administrative Agent and provided such Certificates pursuant to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)3.8. Until so surrendered, which amounts outstanding Certificates shall be deemed from and after the Effective Time, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle III.

Payment Procedures. (ai) On As promptly as practicable after the Effective Time, but in any event no later than three (3) Business Days following the Effective Time, Parent shall cause the Paying Agent to mail to each Payment DatePerson who was, at the Borrower Effective Time, a registered holder of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (A) a letter of transmittal (which shall paybe in customary form for a company incorporated in the Cayman Islands reasonably acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of Shares (other than the Excluded Shares and the Dissenting Shares) shall be effected and contain such other provisions as Parent and the Company may mutually agree) and (B) instructions for effecting the surrender of the Shares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Administrative Agent for distribution Surviving Company a cash amount in immediately available funds sufficient to each Lender for make the account of payments described under Section 3.04(b) and Section 3.04(c) and the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may Surviving Company shall make such payments from to the Interest Reserve Amount up Persons entitled to receive such shortfall amount amounts through its payroll or the designated agent of such Persons, subject to all applicable income and employment Taxes and other authorized deductions (including pursuant to Section 3.06) as well as completeness of registrations under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderSAFE Share Incentive Rules and Regulations. (bii) On each Payment Date prior Upon surrender to the occurrence Paying Agent of a Share Certificate (or affidavit and indemnity of loss in lieu of the Commitment Termination Date the Borrower shall pay Share Certificate as provided in Section 3.02(g)) and/or such other documents as may be required pursuant to such instructions to the Administrative Paying Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of such letter of transmittal, duly executed in accordance with the instructions thereto, each registered holder of Shares represented by such Share Certificate and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor an amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) or the number of Uncertificated Shares multiplied by (y) the Merger Consideration, and the Share Certificate so surrendered shall forthwith be marked as cancelled. (iii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (A) the Paying Agent will transmit to the Depositary as promptly as reasonably practicable following the Effective Time (but in any event no later than three (3) Business Days) an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares and Dissenting Shares) and (y) the Merger Consideration, and (B) the Depositary will distribute the Merger Consideration to holders of ADSs pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares and Dissenting Shares) upon surrender by them of the ADSs. The holders of ADSs shall bear any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by the Depositary in connection with distribution of the Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such fees, charges and expenses incurred by the Depositary shall be treated for all purposes of this Agreement as having been paid to the holders of ADSs. (iv) No interest shall be paid or will accrue on any amount payable in respect of the Shares (including Shares represented by ADSs) pursuant to the provisions of this ARTICLE III. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, the Merger Consideration in respect of such Shares may be paid to such transferee upon delivery of evidence to the satisfaction of Parent (or any agent designated by Parent) of such transferee’s entitlement to the relevant Shares and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderevidence that any applicable share transfer Taxes have been paid or are not applicable.

Payment Procedures. As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent to mail to each holder of record (aas of the Effective Time) On each Payment Dateof a certificate or certificates (the “Certificates”), the Borrower shall pay, which immediately prior to the Administrative Effective Time represented the outstanding shares of Company Common Stock, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent and shall contain such other provisions as Parent shall reasonably specify) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates in exchange for the account portion of the applicable LenderMerger Consideration payable upon surrender of said Certificates. Upon surrender of Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other documents as may be required pursuant to those instructions, the Lenders under this clause (a), all interest accrued and unpaid as holders of such Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the portion of the last day Merger Consideration payable for such shares of Company Common Stock, and the related Interest Period as determined by the Administrative Agent and provided to the BorrowerCertificates so surrendered shall forthwith be canceled. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DateUntil so surrendered, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the ownership of the respective portion of the Merger Consideration to which the record holder of such Certificate is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Paying Agent shall deliver to the occurrence record holders thereof, without interest, the portion of the Commitment Termination Date the Borrower shall pay Merger Consideration to which such holder is entitled upon surrender of said Certificates, subject to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as restrictions set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderherein.

Payment Procedures. (a) On each Upon an occurrence of a CVR Payment DateEvent, the Borrower Parent shall paypromptly, but in no event later than five (5) Business Days thereafter, deliver to the Administrative Rights Agent for distribution an Officer’s Certificate certifying that each Holder is entitled to each Lender for receive the account of CVR Payment Amount (the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any “CVR Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(aCertificate”), which amounts shall be deemed set forth the CVR Payment Date. The Rights Agent shall forward any CVR Payment Certificate it receives to be an Advance made hereunderthe Holders within five (5) Business Days of receipt. Until such CVR Payment Certificate is received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that a CVR Payment Event has not occurred. (b) On each Payment Date At least five (5) Business Days prior to the occurrence applicable CVR Payment Date, Parent shall cause the Applicable Payment to be delivered to the Rights Agent, who will in turn, on the CVR Payment Date, pay the applicable CVR Payment Amount to each of the Commitment Termination Date Holders (the Borrower shall pay amount which each Holder is entitled to receive will be based on the number of CVRs held by such Holder as reflected on the CVR Register) (i) by check mailed to the Administrative address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such CVR Payment Date, or, (ii) with respect to Holders that are due CVR Payment Amounts in excess of $100,000 who have provided the Rights Agent for distribution with wire transfer instructions in writing, by wire transfer of immediately available funds to each Lender for such account. The Rights Agent shall have no duty or obligation to verify or confirm the account accuracy, validity or sufficiency of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodCVR Payment Amount. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declarationParent shall be entitled to deduct and withhold, or automatic occurrencecause to be deducted or withheld, of the Final Maturity Datefrom each CVR Payment Amount otherwise payable pursuant to this Agreement, the Borrower shall pay such amounts as it is required to deduct and withhold with respect to the Administrative Agent for distribution making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld or paid over to each Lenderor deposited with the relevant Governmental Entity, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding such withheld amounts shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent treated for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms purposes of this Agreement as having been paid to the Holder in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding was made.

Payment Procedures. Promptly following the Effective Time (abut in no event more than ten (10) On business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each Payment Date, the Borrower shall pay, holder of record (as of immediately prior to the Administrative Agent for distribution to each Lender for Effective Time) of a certificate or certificates (the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a“Certificates”), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date immediately prior to the occurrence Effective Time represented outstanding shares of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause Company Common Stock (bother than Dissenting Company Shares) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Amortization Reduction AmountCertificates shall pass, only upon delivery of the Certificates to the Payment Agent, and (ii) Advances Outstanding (instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with any accrued such letter of transmittal, duly completed and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents validly executed in accordance with the terms instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Agreement Article II, and the other Transaction Documents, together Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with interest accrued such reasonable terms and conditions as set forth in Section 2.07(a), from the Payment Date when due Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and unpaid hereunderafter the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (a) On each If the EMEA CPR Payment DateEvent shall occur, then within 30 days following the Borrower occurrence of the EMEA CPR Payment Event Parent shall pay, deliver to the Administrative Rights Agent for distribution to each Lender for (i) a certificate (the account “EMEA CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the EMEA CPR Payment Event and that the Holders are entitled to receive the applicable Lender, pro rata, EMEA CPR Payment Amount set forth in accordance with such certificate and (ii) the amounts due aggregate amount of the EMEA CPR Payment payable to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderHolders. (b) On each If the FDA CPR Payment Date prior to Event shall occur, then within 30 days following the occurrence of the Commitment Termination Date the Borrower FDA CPR Payment Event Parent shall pay deliver to the Administrative Rights Agent for distribution to each Lender for (i) a certificate (the account “FDA CPR Payment Compliance Certificate”) certifying the date of the applicable Lender, pro rata, in accordance with satisfaction of the amounts due FDA CPR Payment Event and that the Holders are entitled to receive the FDA CPR Payment Amount and (ii) the aggregate amount of the FDA CPR Payment payable to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodHolders. (c) On each If the Single Dose CPR Payment Date Event shall occur, then within 30 days following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, occurrence of the Final Maturity Date, the Borrower Single Dose CPR Payment Event Parent shall pay deliver to the Administrative Rights Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) a certificate (the Amortization Reduction Amount, “Single Dose CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Single Dose CPR Payment Event and that the Holders are entitled to receive the Single Dose CPR Payment Amount and (ii) Advances Outstanding (together with any accrued the aggregate amount of the Single Dose CPR Payment payable to the Holders. Parent and unpaid Prepayment Premium)the Rights Agent agree that the FDA CPR Payment Event and the Single Dose CPR Payment Event may occur simultaneously, until Advances Outstanding (together with any accrued in which case both the FDA CPR Payment and unpaid Prepayment Premium) are paid in full. All Advances Outstanding the Single Dose CPR Payment shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datesimultaneously. (d) The parties hereby agree If the Net Sales CPR Payment Event shall occur, then within 30 days following the occurrence of the Net Sales CPR Payment Event Parent shall deliver to the Rights Agent (i) a certificate (the “Net Sales CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Net Sales CPR Payment Event and that if the funds on deposit in Holders are entitled to receive the Collection Account are insufficient Net Sales CPR Payment Amount and (ii) the aggregate amount of the Net Sales CPR Payment payable to pay any amounts the Holders. For the avoidance of doubt, the Net Sales CPR Payment Amount shall be due and payable by Parent on no more than one occasion. (e) If the EMEA CPR Payment Event has not occurred on or before December 31, 2013, then on or before January 31, 2014 Parent shall deliver to the Rights Agent a certificate (the “EMEA CPR Payment Non-Compliance Certificate”) certifying that the EMEA CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the EMEA CPR Payment Amount. (f) If the FDA CPR Payment Event has not occurred on or before the Outside Payment Date, then on or before the date that is 30 days after the Outside Payment Date Parent shall deliver to the Rights Agent a certificate (the “FDA CPR Payment Non-Compliance Certificate”) certifying that the FDA CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the FDA CPR Payment Amount. (g) If the Single Dose CPR Payment Event has not occurred on or otherwisebefore the Outside Payment Date, then on or before the date that is 30 days after the Outside Payment Date Parent shall deliver to the Rights Agent a certificate (the “Single Dose CPR Payment Non-Compliance Certificate”) certifying that the Single Dose CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Single Dose CPR Payment Amount. (h) If the Net Sales CPR Payment Event has not occurred on or before December 31, 2021, then on or before March 1, 2022 Parent shall deliver to the Rights Agent a certificate (the “Net Sales CPR Payment Non-Compliance Certificate”) certifying that the Net Sales CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Net Sales CPR Payment Amount. (i) The Rights Agent shall, within ten Business Days of receipt, send each Holder at its registered address a copy of each certificate delivered by Parent pursuant to this Section 2.4. If in any such certificate Parent certifies that a CPR Payment Amount is payable to the Holders, then at the time the Rights Agent sends a copy of such certificate to the Holders, the Borrower Right Agent shall nevertheless remain responsible foralso pay the applicable CPR Payment Amount to each of the Holders (the amount to which each Holder is entitled to receive will be based on the applicable CPR Payment Amount multiplied by the number of CPRs held by such Holder as reflected on the CPR Register) by check mailed to the address of each Holder as reflected in the CPR Register as of the close of business on the last Business Day prior to such CPR Payment Date. (j) Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each CPR Payment Amount otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and shall pay when duewithhold with respect to the making of such payment under the Code, all or any provision of state, local or foreign tax law. To the extent that amounts payable under this Agreement are so withheld and the other Transaction Documents in accordance paid over to or deposited with the terms relevant Governmental Entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts. (k) Parent agrees to treat, and to cause the Rights Agent to treat, all payments on the CPRs as representing consideration for the sale of shares of Company Common Stock pursuant to the Merger Agreement for all tax and tax reporting purposes, except to the extent that a portion of such payments is required to be treated as imputed interest. Parent and the other Transaction DocumentsRights Agent will determine and report imputed interest amounts pursuant to Section 483 or 1274 of the Code. The CPRs shall not be treated as an interest in a joint venture or partnership for tax purposes. (l) Any portion of any CPR Payment Amount that remains undistributed to the Holders for six months after any CPR Payment Date shall be delivered by the Rights Agent to Parent, together with interest accrued as set forth upon demand, and any Holder shall thereafter look only to Parent for payment of such CPR Payment Amount, but shall have no greater rights against Parent than may be accorded to general unsecured creditors of Parent under applicable law. (m) Neither Parent nor the Rights Agent shall be liable to any person in Section 2.07(arespect of any CPR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any CPR Payment Amount has not been paid prior to two years after the applicable CPR Payment Date (or immediately prior to such earlier date on which the CPR Payment Amount would otherwise escheat to or become the property of any Governmental Entity), from any such CPR Payment Amount shall, to the Payment Date when due extent permitted by applicable law, become the property of Parent, free and unpaid hereunderclear of all claims or interest of any person previously entitled thereto.

Payment Procedures. (ai) On each Payment As soon as reasonably practicable after the Effective Time and in any event not later than the second (2nd) Business Day following the Closing Date, Parent shall cause the Borrower Paying Agent to mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall payspecify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for distribution to each Lender use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the account Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the applicable LenderPaying Agent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the Lenders under this clause product of (a), all x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (y) the Merger Consideration. No interest shall be paid or accrued and unpaid as on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the last day Company, payment of Merger Consideration upon due surrender of a Certificate may be paid to such a transferee if the related Interest Period as determined by the Administrative Agent and provided Certificate formerly representing such Shares is presented to the Borrower. If the Borrower is unable on Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderapplicable stock transfer Taxes have been paid or are not applicable. (biii) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity DateThe Paying Agent, the Borrower shall pay to the Administrative Agent for distribution to each LenderCompany, pro rata, to pay an amount equal to the lesser of Parent and Merger Sub (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premiumtheir respective Affiliates or agents), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding as applicable, shall be immediately due entitled to deduct and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay withhold from any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and paid over to the other Transaction Documents relevant Governmental Entity within the time and in accordance with the terms manner required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement and as having been paid to the other Transaction Documents, together with interest accrued as set forth Person in Section 2.07(a), from the Payment Date when due and unpaid hereunderrespect of which such deduction or withholding was made.

Payment Procedures. (a) On each Payment Date, the Borrower shall pay, Immediately prior to the Administrative Agent for distribution Effective Time, (i) the Buyer shall deposit, or shall cause to each Lender be deposited, with a bank or trust company selected by the Buyer and reasonably acceptable to the Seller on or prior to the Effective Time (the "Paying Agent"), for the account benefit of the applicable Lenderholders of shares of Seller Common Stock, pro rata, for exchange in accordance with the amounts due this Article III, cash in an amount equal to the Lenders under this clause total Merger Consideration (asuch cash shall hereinafter be referred to as the "Exchange Fund"), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On As soon as practicable after the Effective Time, and in no event later than three business days thereafter (which date shall be referred to as the "Mailing Date"), Buyer shall cause the Paying Agent to mail to each Payment Date prior holder of record of a Certificate or Certificates at the Effective Time a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the occurrence Certificates shall pass, only upon delivery of the Commitment Termination Date the Borrower shall pay Certificates to the Administrative Agent Paying Agent) (the "Transmittal Form") containing instructions for distribution to each Lender for use in effecting the account surrender of the applicable Lender, pro rata, in accordance with Certificates. The Seller shall have the amounts due right to approve the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodTransmittal Form. (c) On each Payment Date following Each Transmittal Form shall permit the Commitment Termination Date or, holder (or in any case, after the declaration, or automatic occurrence, case of the Final Maturity Datenominee record holders, the Borrower beneficial owner through appropriate and customary documentation and instructions) to receive the Merger Consideration for each share of Seller Common Stock. A Transmittal Form shall pay to the Administrative Agent for distribution to each Lenderbe deemed properly completed only if accompanied by one or more Certificates representing all shares of Seller Common Stock covered by such Transmittal Form, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together duly executed transmittal materials included with any accrued and unpaid Prepayment Premium) are paid in fullthe Transmittal Form. All Advances Outstanding Neither the Buyer nor the Paying Agent shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay under any obligation to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datenotify any person of any defect in a Transmittal Form. (d) Upon surrender of a Certificate for exchange and cancellation to the Paying Agent, together with the Transmittal Form, duly executed, the holder of such Certificates shall be entitled to receive in exchange therefor a check representing the amount of cash which such holder has the right to receive in respect of the Certificate surrendered pursuant to the provisions of Article II and Article III. (e) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Seller of the shares of Seller Common Stock which were outstanding immediately prior to the Effective Time and if, after the Effective Time, Certificates are presented for transfer, they shall be canceled against delivery of the Merger Consideration as hereinabove provided. (f) The parties hereby agree provisions of Section 3.01 and Section 3.03 assume that if there will be 1,871,890 shares of Seller Common Stock outstanding or issuable upon the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date exercise of options or warrants or otherwise, at the Borrower shall nevertheless remain responsible forEffective Time. If there is any change in this number as of the Effective Time, the provisions of Section 3.01 and shall pay when dueSection 3.03, all amounts payable under this Agreement and including the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderMerger Consideration will be appropriately adjusted.

Payment Procedures. (a) On each Payment Date, Any Gross Proceeds received following the Borrower Closing Date from a CF Asset Monetization shall paybe deposited with the Paying Agent and, to the Administrative Agent for distribution extent a CF Asset Monetization agreement is entered into following the Closing Date, PTI shall cause such agreement to each Lender provide for the account payment of the applicable LenderGross Proceeds to the Paying Agent. The CVR Holders’ Representative shall provide written notice to PTI promptly upon the Paying Agent’s receipt of any Gross Proceeds. Within 30 days after PTI has received such notice, pro rataPTI shall deliver to the CVR Holders’ Representative or its designee a certificate setting forth PTI’s Monetization Expenses and Income Tax Expenses (the “Expenses Certificate”), along with any supporting documentation for PTI’s Monetization Expenses and Income Tax Expenses. It is understood that Monetization Expenses and Income Tax Expenses, if any, shall be applied as early as possible without duplication against respective Gross Proceeds. The CVR Holders’ Representative shall also have the right to object to the Gross Proceeds, and, to the extent the CVR Holders’ Representative’s raises such objection, (i) PTI shall raise such objections with the counterparty to the CF Asset Monetization agreement (the “CF Counterparty”) in accordance with the amounts due provisions of the CF Asset Monetization agreement or, at PTI’s sole and absolute discretion, PTI shall have the right to designate the CVR Holders’ Representative as its agent to raise such objection with the CF Counterparty in accordance with the provisions of the CF Asset Monetization agreement and (ii) PTI shall have no liability to the Lenders under this clause (a), all interest accrued and unpaid as of CVR Holders’ Representative or the last day of the related Interest Period as determined by the Administrative Agent and provided CVR Holders other than relating to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made its obligations hereunder. (b) On each Payment Date prior Within 20 days after delivery by PTI of an Expenses Certificate, the CVR Holders’ Representative may deliver a written notice to PTI requesting that PTI make its accounting personnel reasonably available to the occurrence of the Commitment Termination Date the Borrower shall pay CVR Holders’ Representative or its authorized representative to discuss and answer questions with respect to the Administrative Agent Monetization Expenses and Income Tax Expenses. Within 20 days following the CVR Holders’ Representative’s discussions with PTI’s accounting personnel, the CVR Holders’ Representative may deliver a written notice to PTI specifying that the CVR Holders’ Representative objects to PTI’s Monetization Expenses or Income Tax Expenses, as applicable (a “Notice of Objection”), and stating the reason upon which the CVR Holders’ Representative has determined that the calculation of PTI’s Monetization Expenses or Income Tax Expenses is in error. PTI and the CVR Holders’ Representative shall reasonably cooperate in good faith to reconcile any such objection for distribution to each Lender for the account a period of the applicable Lender, pro rata, in accordance with the amounts due not less than ten (10) business days. Any such dispute relating to the Lenders under this clause calculation of Monetization Expenses or Income Tax Expenses that remains unresolved thereafter shall be resolved by an independent third party valuation expert selected by PTI and the CVR Holders’ Representative, whose decision shall be binding on the parties hereto and every Holder. The fees charged by the valuation expert referenced in the foregoing sentence shall be paid 50% by PTI and 50% by the Holders through a deduction from their respective Payment Amounts (b) any Non-Utilization Fee that is accrued and unpaid as of such 50% portion to be paid by the last day of Holders, the related Non-Utilization Period“Holders Valuation Expert Fee”). (c) On each Payment Date following the Commitment Termination Date or, Assuming any disputes set forth in any case, after the declaration, or automatic occurrence, a Notice of the Final Maturity DateObjection have been resolved, the Borrower CVR Holders’ Representative shall pay to cause the Administrative Paying Agent for distribution to each Lender, pro rata, to pay an amount equal the Payment Amounts to PTI and the lesser Holders as promptly as possible. The CVR Holders’ Representative and Paying Agent shall be solely responsible for the calculation and delivery of (i) the Amortization Reduction Amount, CVR Payment Amount to the respective Holders of CVRs of each such Holder’s pro rata portion of the CVR Payment (based on their respective relative CVR holdings) and (ii) Advances Outstanding (together the PTI Payment Amount to PTI, if applicable. It is understood and agreed that PTI shall have no responsibility or liability with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay respect to the Administrative Agent distribution of the Payment Amounts other than to cause a CF Asset Monetization agreement entered into following the Closing Date to provide for distribution the payment of the Gross Proceeds to each Lender, pro rata, all Advances Outstanding on the Final Maturity DatePaying Agent. (d) The parties hereby agree Paying Agent or its designee shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the Gross Proceeds, such amounts as are required to be deducted and withheld with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign tax law. To the extent that if amounts are so withheld or paid over to or deposited with the funds relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Any amounts not withheld by PTI or the Paying Agent on deposit in the Collection Account are insufficient distribution of CVRs to the Holders or any payments to the Holders under this Agreement (including CVR Payment Amounts) and subsequently determined to have been required to be withheld by PTI by any relevant governmental entity shall be paid by the Holders, at the sole discretion of PTI, (i) through a deduction from future CVR Payment Amounts, or (ii) by indemnification by the applicable Holder(s) to PTI. PTI shall pay any applicable withholding tax amounts due and payable on a Payment Date or otherwiseso collected to the relevant governmental entity. In connection with the distribution of CVRs to the Holders, PTI, the Borrower Paying Agent and the CVR Holders’ Representative shall nevertheless remain responsible forbe entitled to make reasonable estimations of PTI’s “earnings and profits” (as such term is defined for federal income tax purposes (including the adjustments described in Section 312 of the Code), and shall pay when duebe entitled to adopt the withholding tax procedures described in Treasury Regulation Section 1.1441-3(c)(2)(ii) in connection with the foregoing. Any withholding taxes shall not be treated as an item of Income Tax Expense or Monetization Expense or otherwise treated as an item which reduces Gross Proceeds hereunder, all amounts payable under this Agreement but, for the avoidance of doubt, to the extent paid over to the appropriate taxing authority, shall be treated as having been paid to the Holder in respect of which such deduction and the other Transaction Documents withholding was made in accordance with this Section 2.4(d). Notwithstanding the terms foregoing, PTI and the CVR Holders’ Representative shall work together in good faith to determine the amount required to be withheld by the Paying Agent pursuant to applicable Law, and the Paying Agent shall withhold such amounts pursuant to this Section 2.4(d). (e) For U.S. federal income tax and applicable state and local income tax purposes, the parties agree that (i) the distribution of the CVRs pursuant to Section 2.1 of this Agreement is intended to be treated as a distribution of property (and not debt or equity of PTI) by PTI to its stockholders governed by Code Section 301 and (ii) any CVR Payment Amount (if any) is intended to be treated as a contractual payment pursuant to the rights afforded by this Agreement to the Holder and not as a distribution by PTI in respect of stock in PTI (collectively, the “Intended Tax Treatment”). The parties agree to file all tax returns and other Transaction Documentstax reports in a manner consistent with the Intended Tax Treatment, together with interest accrued as set forth in unless otherwise required pursuant to a final “determination” within the meaning of Code Section 2.07(a1313(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly after the Effective Time (a) On each Payment Datebut in no event more than five business days thereafter), the Borrower Surviving Corporation shall paycause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Administrative Agent for distribution to each Lender for the account Certificates shall pass, only upon delivery of the applicable LenderCertificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, pro rataand which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the Lenders under this clause (a), all interest accrued and unpaid as reasonable satisfaction of the last day of the related Interest Period Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as determined contemplated by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)3.2, which amounts each Certificate shall be deemed at any time after the Effective Time to be an Advance made hereunder. (b) On each Payment Date prior represent only the right to receive the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable LenderMerger Consideration as contemplated by this Article III, pro ratawithout interest, in accordance with the amounts due to the Lenders under this clause (b) and any Non-Utilization Fee that is accrued declared and unpaid as dividends to which the holder of the last day of the related Non-Utilization Periodsuch Certificate is entitled. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (a) On each Payment Date, the Borrower shall pay, At or prior to the Administrative Agent for distribution Effective Time, Parent shall deposit in an escrow account (the “Escrow Account”) with SunTrust Bank, as escrow agent (the “Escrow Agent”), an amount of cash equal to each Lender for Four Million Dollars ($4,000,000) (the account of the applicable Lender“Escrow Amount”). The Escrow Account shall be held, pro rata, invested and disbursed in accordance with the amounts due to the Lenders under this clause (a), all interest accrued terms and unpaid as conditions of the last day of Escrow Agreement in substantially the related Interest Period form attached hereto as determined by Exhibit 3.02 (the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a“Escrow Agreement”), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date Each Stockholder that has surrendered prior to the occurrence Closing Date (an “Effective Time Surrendering Stockholder”) all of its certificate or certificates representing shares of Company Common Stock immediately prior to the Effective Time (the “Certificates”) shall be entitled to receive its portion of the Commitment Termination Date the Borrower shall pay Effective Time Merger Consideration at or prior to the Administrative Agent Effective Time pursuant to this Section 3.02(b). Any Certificates so surrendered prior to the Closing Date shall be endorsed for distribution to each Lender for the account transfer or accompanied by stock powers in favor of the applicable Lender, pro rata, Parent and shall be accompanied by such letter of transmittal duly executed and completed in accordance with the amounts due instructions thereto and such other documents as may be required pursuant to such instructions. At or prior to the Lenders under this clause Effective Time, Parent shall (bi) any Non-Utilization Fee that is accrued and unpaid as wire in immediately available funds to each Effective Time Surrendering Stockholder the cash portion of the last day Effective Time Merger Consideration payable to such Effective Time Surrendering Stockholder and (ii) cause to be issued to each Effective Time Surrendering Stockholder a duly authorized and validly issued Parent Common Stock certificate and a duly authorized and validly issued Parent Preferred Stock certificate issuable to such Effective Time Surrendering Stockholder, for each share of Parent Common Stock and Parent Preferred Stock represented by the related Non-Utilization Periodsurrendered Certificates. (c) On each Payment Date following At or prior to the Commitment Termination Date orEffective Time, Parent shall supply or cause to be supplied to Parent’s transfer agent or other exchange agent selected by Parent (the “Agent”), in any case, after trust for the declaration, or automatic occurrence, benefit of the Final Maturity Dateholders of Company Common Stock other than the Effective Time Surrendering Stockholders and for exchange pursuant to subsection (d) below, the Borrower shall pay aggregate Effective Time Merger Consideration (in cash, Parent Common Stock and Parent Preferred Stock) less the portion of the Effective Time Merger Consideration that is paid to the Administrative Agent for distribution Effective Time Surrendering Stockholders pursuant to each Lender, pro rata, to pay an amount equal to the lesser of subsection (ib) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateabove. (d) The parties hereby agree Promptly (and in no event more than three (3) business days) after the Effective Time, Parent shall mail to each holder of record of a Certificate, except for the Effective Time Surrendering Stockholders, (i) a notice of the effectiveness of the Merger, (ii) a form letter of transmittal, in a form reasonably acceptable to Parent and the Company, which shall specify that if delivery shall be effected, and risk of loss and title to the funds on deposit Certificates shall pass, only upon proper delivery of the Certificates to the Agent, and (iii) instructions for use in surrendering such Certificates and receiving the Collection Account are insufficient Effective Time Per Share Merger Consideration in respect thereof. After the Effective Time, each such holder of Company Common Stock shall surrender the Certificate or Certificates representing shares of Company Common Stock owned by such Stockholder to pay any amounts due the Agent. Within three (3) business days (with respect to the cash portion of the Effective Time Merger Consideration) and payable on five (5) business days (with respect to the stock portion of the Effective Time Merger Consideration) after such surrender of shares of Company Common Stock, together with a Payment Date or otherwiseduly executed and completed transmittal letter, and such other documents as may reasonably be requested by Parent, the Borrower Agent shall nevertheless remain responsible for, and deliver to such Stockholder the Effective Time Per Share Merger Consideration owed for each share surrendered in accordance with Section 3.01 above. The Agent shall pay when due, all amounts payable under this Agreement and the other Transaction Documents cash portion of the Effective Time Per Share Merger Consideration by check or wire transfer in accordance with the terms instructions provided by the Stockholder. No interest or dividends will be paid or accrued on the consideration payable upon the surrender of any Certificate. The Agent shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such Person surrenders his, her or its Certificate or Certificates representing the shares of Company Common Stock for exchange as provided in this Section 3.02 or such Person provides an appropriate affidavit regarding loss of such Certificate or Certificates and an indemnification for loss in favor of Parent (as described below in this Section 3.02(d)). The Certificate or Certificates representing Company Common Stock so delivered shall be duly endorsed as Parent or the Agent may reasonably require. If there has been a transfer of ownership of shares of Company Common Stock represented by Certificates that is not registered in the transfer records of the Company, then the Effective Time Per Share Merger Consideration may be issued to a transferee if the Certificate or Certificates representing such shares are delivered to the Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to Parent and the Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Parent may reasonably require, and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, then the Agent shall deliver to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. (e) Each of the Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that any amounts are so withheld by the Agent, Parent or the Surviving Corporation, as the case may be, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Agent, Parent or the Surviving Corporation, as the case may be. (f) At any time following the one (1)-year anniversary of the Effective Time, Parent shall be entitled to require the Agent to deliver to it any Effective Time Merger Consideration that had been made available to the Agent and not disbursed to holders of Company Common Stock (including, without limitation, all interest and other income received by the Agent in respect of all cash funds made available to it, free and clear of all claims, liens or interest of any Person previously entitled thereto), and, thereafter, such holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any consideration payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither Parent nor the Agent shall be liable to any holder of Company Common Stock for any consideration delivered in respect of such Company Common Stock to a public official pursuant to any abandoned property, escheat or other similar Law. (g) At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time and no transfer of Company Common Stock by any such holder shall thereafter be made or recognized. Until surrendered for exchange in accordance with the provisions of this Article 3, each Certificate theretofore representing shares of Company Common Stock, excluding any Dissenting Shares, shall from and after the Effective Time represent for all purposes only the right to receive the consideration provided in Section 3.01 without interest. (h) Notwithstanding anything in this Agreement to the contrary, the Effective Time Merger Consideration shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction with respect to the Company Common Stock, Parent Common Stock or Parent Preferred Stock, as applicable, occurring or having a record date or effective date between the date of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderEffective Time.

Payment Procedures. (ai) On As promptly as practicable (and in any event within two (2) business days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each Payment Date, the Borrower shall pay, holder of record of a certificate that represented outstanding shares of Company Common Stock as of immediately prior to the Administrative Agent Effective Time (a “Certificate”), and each holder of record of uncertificated shares of Company Common Stock represented by book-entry shares (“Book-Entry Shares”) as of immediately prior to the Effective Time, (x) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits in lieu thereof as provided in Section 3.7(g)) or Book-Entry Shares to the Payment Agent), and (y) instructions for distribution to each Lender use in effecting the surrender of Certificates (or Book-Entry Shares) in exchange for the account Merger Consideration issuable and payable in respect thereof (in accordance with Section 3.6(b)). (ii) Upon surrender of Certificates (or effective affidavits in lieu thereof as provided in Section 3.7(g) or Book-Entry Shares for cancellation to the applicable LenderPayment Agent (or upon receipt of an appropriate agent’s message in the case of Book-Entry Shares), pro ratatogether with a letter of transmittal, properly completed and validly executed in accordance with the amounts due instructions thereto, the holders of such Certificates and/or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the Lenders under provisions of this clause (a), all Article III. The Payment Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly payment thereof in accordance with normal payment practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable Certificates or Book-Entry Shares on any Payment Date cash amounts payable upon the surrender of such Certificates or Book-Entry Shares pursuant to pay all interest amounts in full due this Section 3.7. Until so surrendered, outstanding Certificates and Book-Entry Shares shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration issuable and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts in respect thereof. Exchange of Book-Entry Shares shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, effected in accordance with the amounts due to customary procedures in respect of shares represented by book entry on the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as stock ledger of the last day of the related Non-Utilization PeriodCompany. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (ai) On As soon as reasonably practicable after the Effective Time (but in no event later than (x) two Business Days following the Effective Time with respect to Cede & Co. and (y) five Business Days following the Effective Time with respect to all other holders), Parent will instruct the Paying Agent to mail to each Payment Dateholder of record whose Shares were converted into the Merger Consideration pursuant to Section 3.1, the Borrower (A) a form of letter of transmittal (which shall payspecify that delivery shall be effected, and that risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares to the Administrative Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are consistent with the terms of this Agreement), and (B) instructions for distribution to each Lender use in effecting the surrender of Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the account Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) to the applicable LenderPaying Agent together with such letter of transmittal, pro rata, duly completed and validly executed in accordance with the amounts due instructions thereto, or the receipt of an “agent’s message” by the Paying Agent (or such evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive promptly in exchange therefor an amount (subject to any applicable withholding Tax as specified in Section 3.2(b)(iii)) equal to the Lenders under this clause product of (a)x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book- Entry Shares multiplied by (y) the Merger Consideration, all and such Certificates or Book-Entry Shares shall be cancelled. No interest will be paid or accrued and unpaid as on any amount payable upon the surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the last day Company, any amounts payable upon due surrender of the related Interest Period as determined by Certificate may be paid to such a transferee if the Administrative Agent and provided Certificate formerly representing such Shares is presented to the BorrowerPaying Agent, is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to evidence and effect such transfer and to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or are not applicable. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under Until surrendered as contemplated by this Section 2.04(a)3.2, which amounts each Certificate or Book-Entry Share shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) at any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, time after the declaration, or automatic occurrence, of Effective Time to represent only the Final Maturity Date, the Borrower shall pay right to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, receive upon such surrender and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms hereof the Merger Consideration as contemplated by this Article III. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the amount of the aggregate Merger Consideration that such holder is entitled to receive pursuant to this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, each of Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold, or cause the Paying Agent to deduct or withhold, from the consideration otherwise payable under this Agreement to any holder of Shares, Restricted Stock Units or Company Stock Options such amounts as are required to be withheld or deducted under the Code or any applicable provision of U.S. state, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Restricted Stock Units or Company Stock Options in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding were made.

Payment Procedures. (ai) On each Payment DateAs promptly as practicable following the Effective Time, the Borrower Surviving Corporation shall pay, cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Administrative Effective Time represented outstanding shares of Common Stock (i) a letter of transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the account Merger Consideration into which the number of shares of Common Stock previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than five (5) Business Days after the Effective Time. Upon surrender of Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Paying Agent, including by the entry through a book-entry transfer agent of the applicable Lendersurrender of any Shares held in book entry on a book-entry statement, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid such other documents as of the last day of the related Interest Period as determined may customarily and reasonably be required by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DatePaying Agent, the Administrative Agent may make holder of such payments Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, Exchange Fund in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay exchange therefor an amount in cash equal to the lesser product of (iA) the Amortization Reduction Amount, number of shares of Common Stock represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (iiB) Advances Outstanding the Merger Consideration (together with less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and unpaid Prepayment Premium)effect such transfer and to evidence that any applicable stock transfer and other applicable Taxes have been paid or are not applicable. The Merger Consideration, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay full (less any applicable withholding Taxes) with respect to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents share of Common Stock in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Common Stock. (ii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity and (B) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due reduction or elimination of any such deduction and unpaid hereunderwithholding.

Payment Procedures. (ai) On each Payment As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall, and shall cause the Borrower shall paySurviving Corporation to, cause the Paying Agent to deliver to each record holder, as of immediately prior to the Administrative Effective Time, of (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry Shares”), a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in a customary form (including customary provisions regarding delivery of an “agent’s message” with respect to Book-Entry Shares) and agreed to by ▇▇▇▇▇▇ and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration. (ii) Upon surrender to the Paying Agent for distribution of a Certificate and delivery of a duly completed and validly executed Letter of Transmittal and such other customary documents as may be reasonably required by the Paying Agent or in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Shares shall be entitled to each Lender promptly receive in exchange therefor the Merger Consideration (subject to Section 3.3(j)) payable in respect of the number of shares formerly evidenced by such Certificate or such Book-Entry Share. No interest shall be paid or accrued for the account benefit of holders of the applicable LenderCertificates or Book-Entry Shares on the Merger Consideration or on any unpaid dividends and other distributions payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock, pro rataas applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in accordance with proper form for transfer and that the amounts due Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the Lenders under satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this clause (aSection 3.3(b)(ii), all interest accrued each Certificate and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts each Book-Entry Share shall be deemed at any time after the Effective Time to be an Advance made hereunder. represent only the right to receive upon such surrender the Merger Consideration payable in respect of such shares of Company Common Stock or Company Preferred Stock, as applicable, subject to the Surviving Corporation’s obligation (bsubject to Section 6.1) On each Payment Date to pay any dividends or other distributions with a record date prior to the occurrence of Effective Time which may have been authorized by the Commitment Termination Date Company and which remain unpaid at the Borrower shall pay Effective Time (including pursuant to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment PremiumSection 3.3(i), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateas applicable). (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. 3.2.1. Customary transmittal materials (a“Letter of Transmittal”) On each Payment Datein a form satisfactory to SR Bancorp and Regal Bancorp shall be mailed as soon as practicable after the First Effective Time, the Borrower shall paybut in no event later than five (5) Business Days thereafter, to the Administrative Agent for distribution to each Lender for the account holder of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid record of Regal Bancorp Common Stock as of the last day First Effective Time. A Letter of Transmittal will be deemed properly completed only if, in the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Datecase of holders of certificated shares of Regal Bancorp Common Stock, the Administrative Agent may make completed Letter of Transmittal is accompanied by one or more Certificates (or customary affidavits and, if required pursuant to Section 3.2.8, indemnification regarding the loss or destruction of such payments from Certificates or the Interest Reserve Amount up guaranteed delivery of such Certificates) representing all shares of Regal Bancorp Common Stock to such shortfall amount under this Section 2.04(a)be converted thereby. 3.2.2. At and after the First Effective Time, which amounts each Certificate shall represent only the right to receive the Merger Consideration (it being understood that any reference herein to “Certificate” shall be deemed to be an Advance made hereunder. (binclude reference to book-entry account statements relating to the ownership of shares of Regal Bancorp Common Stock) On each Payment Date and any dividends or distributions with respect thereto or any dividends or distributions with a record date prior to the occurrence First Effective Time that were declared or made by Regal Bancorp on such shares of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents Regal Bancorp Common Stock in accordance with the terms of this Agreement on or prior to the First Effective Time and that remain unpaid at the First Effective Time, in each case without interest. 3.2.3. Prior to, or immediately after, the Closing, SR Bancorp shall deposit, or cause to be deposited, with the Exchange Agent for the benefit of the holders of shares of Regal Bancorp Common Stock, for exchange in accordance with this Section 3.2, an amount of cash sufficient to pay the aggregate Merger Consideration. 3.2.4. The Letter of Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent, (ii) be in a form and contain any other Transaction Documentsprovisions as SR Bancorp may reasonably determine and (iii) include instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon the proper surrender of the Certificates to the Exchange Agent, together with interest accrued a properly completed and duly executed Letter of Transmittal, the holder of such Certificates shall be entitled to receive in exchange therefore a check in the amount equal to the cash that such holder has the right to receive pursuant to Section 3.1. Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute the Merger Consideration as provided herein, in each case without interest. If there is a transfer of ownership of any shares of Regal Bancorp Common Stock not registered in the transfer records of Regal Bancorp, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such Regal Bancorp Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of SR Bancorp and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. 3.2.5. The stock transfer books of Regal Bancorp shall be closed immediately upon the First Effective Time and from and after the First Effective Time there shall be no transfers on the stock transfer records of Regal Bancorp of any shares of Regal Bancorp Common Stock. If, after the First Effective Time, Certificates are presented to SR Bancorp, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the procedures set forth in this Section 2.07(a3.2. 3.2.6. Any portion of the aggregate amount of cash to be paid pursuant to Section 3.1 or any proceeds from any investments thereof that remains unclaimed by the stockholders of Regal Bancorp for six (6) months after the First Effective Time shall be repaid by the Exchange Agent to SR Bancorp upon the written request of SR Bancorp. After such request is made, any stockholders of Regal Bancorp who have not theretofore complied with this Section 3.2 shall look only to SR Bancorp for the Merger Consideration deliverable in respect of each share of Regal Bancorp Common Stock such stockholder holds, as determined pursuant to Section 3.1 of this Agreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of SR Bancorp (and, to the extent not in its possession, shall be paid over to it), from free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the Payment Date when due and unpaid hereunderforegoing, neither the Exchange Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of Regal Bancorp Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Payment Procedures. (ai) On As soon as reasonably practicable after the Effective Time, and in any event not later than the fifth Business Day following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to (x) mail to each Payment Dateholder of record of Shares as of immediately prior to the Effective Time whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof which are reasonably acceptable to Parent) or Book-Entry Shares to the Borrower Paying Agent and shall be in such form and have such other provisions as Parent and the Company shall reasonably determine) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, and (y) pay, by check or wire transfer of immediately available funds to the Administrative Agent for distribution account or accounts designated by the Company in writing no later than two Business Days prior to the Closing, to each Lender for holder of a Company Stock Option an amount in cash equal to the account Option Consideration payable to such holder pursuant to Section 2.1(d) hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the applicable LenderPaying Agent together with such letter of transmittal, pro rata, duly completed and validly executed in accordance with the amounts due instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check or, if requested in writing by the Lenders under this clause holder of such Certificates or Book-Entry Shares representing in excess of one percent (a), all interest accrued and unpaid as 1%) of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date Shares outstanding immediately prior to the occurrence Effective Time, a wire transfer of the Commitment Termination Date the Borrower shall pay immediately available funds to the Administrative Agent for distribution to each Lender for the an account of the applicable Lender, pro ratadesignated by such holder, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser product of (ix) the Amortization Reduction Amountnumber of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration (less any applicable withholding Taxes) and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, and a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premiumor in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), until Advances Outstanding accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (together as hereinafter defined) have been paid or are not applicable. Until surrendered in accordance with any accrued this Section 2.2(b)(ii), each Certificate and unpaid Prepayment Premium) are paid in full. All Advances Outstanding Book-Entry Share shall be immediately deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or such other consideration as may be due and payable on the Final Maturity Date and the Borrower shall pay pursuant to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateSection 2.1(f). (diii) The parties hereby agree that if Surviving Corporation and the funds on deposit in Paying Agent shall be entitled to deduct and withhold from the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the other Transaction Documents in accordance with the terms applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding were made.

Payment Procedures. (a) On each Payment DateWithin ten (10) Business Days following receipt of any LO2A Consideration by the Wize Subsidiaries, the Borrower shall pay, or to the Administrative Agent for distribution to each Lender for the account of the applicable Lenderextent applicable, pro rataby Wize, in accordance with the amounts due Wize shall deliver to the Lenders under this clause Rights Agent (ax) an Officer’s Certificate certifying the CVR Payment Amount, if any, received by the Wize Subsidiaries, or to the extent applicable, Wize (or its Affiliates), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided with a copy to the BorrowerHolders’ Representative (the “CVR Certificate”) and (y) the CVR Payment Amount. If the Borrower CVR Payment Amount is unable on any Payment Date to pay all interest amounts be paid in full due and payable on cash, then such Payment Dateamount will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent, the Administrative Agent may make applicable CVR Payment Amount, if any. To the extent that any CVR Payment Amount is paid to the Rights Agent, such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed treated for all purposes of this Agreement as having been paid to the Holders and any delay, failure or mistake in payment by Rights Agent shall not be an Advance made hereunderthe liability or obligation of Wize or the Wize Subsidiaries, as applicable (it being clarified such delay, failure or mistake in payment by Rights Agent being treated, and subject to the liability limitations, set forth in Article III). If the Wize Subsidiaries, or to the extent applicable, the Company fails to timely deliver the CVR Payment Amount (as may be adjusted upwards following resolution of a disagreement underlying a Notice of Objection) due hereunder to the Rights Agent, other than due to reasons which are a ‘force majeur’ or act of God, then, without derogating from the other rights and remedies available herein, such CVR Payment Amount shall bear a default interest of 6% per annum (from the date it was due until the transfer date) and such default interest shall be added to, and become part of, the CVR Payment Amount. (b) On each Payment Date or prior to the occurrence 10th Business Day immediately following delivery of the Commitment Termination Date CVR Certificate and the Borrower shall pay applicable CVR Payment Amount to the Administrative Rights Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with Section 2.05, the amounts due Rights Agent shall (i) send each Holder a copy of such CVR Certificate to such Holder’s registered address and (ii) distribute the CVR Payment Amount, if any, to the Lenders under Holders pro rata in accordance with their respective CVRs as reflected on the CVR Register, by checks (if such payment is to be made in cash) mailed to the respective addresses of such Holders as reflected in the CVR Register (the earlier of such 10th Business Day and the date on which the Rights Agent distributes the CVR Payment in accordance with this clause (b) any Non-Utilization Fee that is accrued and unpaid as of subsection(b), in each case if a CVR Payment Amount shall have been required to be delivered to the last day of Rights Agent in accordance with Section 2.05, the related Non-Utilization Period“CVR Payment Date”). (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declarationThe Wize Subsidiaries, or automatic occurrenceto the extent applicable, Wize shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Wize or the applicable subsidiary of Wize is required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holders in respect of which such deduction and withholding was made. The Wize Subsidiaries, or to the extent applicable, the Company and the Holders’ Representative may agree to defer any payment of the Final Maturity DateCVR Payment Amount as needed to secure a tax ruling or other procedure that would allow Wize to refrain from deducting or reduce the amount to be deducted, at source from the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction CVR Payment Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree Any portion of a CVR Payment Amount that if remains undistributed by the funds Rights Agent to the Holders (including by means of uncashed checks or invalid addresses on deposit in the Collection Account are insufficient to pay any amounts due and payable on a CVR Register) twelve (12) months after the relevant CVR Payment Date or otherwise, shall be delivered by the Borrower shall nevertheless remain responsible forRights Agent to Wize, and any Holder shall pay when duethereafter look only to Wize for payments of such CVR Payment Amount, all amounts payable without interest, but such Holder shall have no greater rights against Wize than those accorded to general unsecured creditors of Wize under this Agreement and applicable law. Neither Wize nor the Rights Agent shall be liable to any Holder in respect of any cash delivered to a public official in compliance with any applicable state, federal or other Transaction Documents abandoned property, escheat or similar law. If any checks delivered pursuant to the provisions hereof shall not have been cashed prior to the date on which the cash in accordance respect of such checks would otherwise escheat to or become the property of any governmental authority, any cash in respect of such checks shall, to the extent permitted by law, immediately prior to such time become the property of Wize. Thereafter, Wize shall be responsible for compliance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderunclaimed property obligations.

Payment Procedures. (ai) On each Payment Date, the Each Borrower shall paymake each payment under this Agreement and under the Notes not later than 11:00 a.m. (Houston, Texas time) on the day when due in Dollars or in the applicable currency, to the applicable Administrative Agent at the location referred to in the Notes (or such other location as the applicable Administrative Agent shall designate in writing to the applicable Borrower) in Same Day Funds and, as to payments of principal (other than under Section 2.6), accompanied by a Notice of Optional Payment or Notice of Mandatory Payment, as applicable, from the applicable Borrower, with appropriate insertions. The applicable Administrative Agent will promptly thereafter, and in any event prior to the close of business on the day any timely payment is made, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to the applicable Administrative Agent, the specific Issuing Lender or a specific Lender pursuant to the terms of this Agreement) in accordance with each Lender’s Applicable Pro Rata Share to the Lenders for distribution the account of their respective applicable Lending Offices, and like funds relating to each the payment of any other amount payable to any Lender to such Lender for the account of the its applicable Lender, pro rataLending Office, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed each case to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents applied in accordance with the terms of this Agreement Agreement. Upon receipt of other amounts due solely to the applicable Administrative Agent, a specific Issuing Lender, the Swing Line Lender, or a specific Lender, the applicable Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement. (ii) With respect to the repayment or prepayment of Canadian Advances hereunder, the Canadian Administrative Agent may assume that the Canadian Borrower has made such prepayment or repayment, as applicable, on the date designated therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, and the Canadian Administrative Agent may, in reliance upon such assumption, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other Transaction Documentsthan amounts payable solely to the applicable Administrative Agent, the specific Issuing Lender or a specific Lender pursuant to the terms of this Agreement) in accordance with each Canadian Facility Lender’s Applicable Pro Rata Share to the Canadian Facility Lenders for the account of their respective applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Canadian Facility Lender to such Canadian Facility Lender for the account of its applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. If and to the extent that the Canadian Borrower shall not have so made its payment or prepayment, as applicable, on the designated date therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, each Canadian Facility Lender agrees to immediately repay to the Canadian Administrative Agent on demand such corresponding amount, together with interest accrued as set forth in Section 2.07(a)on such amount, for each day from the Payment Date when due date such amount is made available to such Canadian Facility Lender until the date such amount is repaid to the Canadian Administrative Agent, at the lesser of (A) the Overnight Rate for such day and unpaid hereunder(B) the Maximum Rate. If such Canadian Facility Lender shall repay to the Canadian Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Canadian Facility Lender’s Advance as part of a Canadian Borrowing for purposes of this Agreement.

Payment Procedures. (a) On each Payment DateAs soon as reasonably practicable after the Effective Time, the Borrower Paying Agent shall pay, to the Administrative Agent for distribution mail to each Lender for holder of record of a Certificate or Certificates whose shares were converted into the account right to receive the Merger Consideration or the Series B Cash Consideration as applicable pursuant to Section 2.1(a) a letter of the applicable Lender, pro rata, transmittal in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date a form prepared prior to the occurrence Effective Time and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Commitment Termination Date the Borrower shall pay Certificates to the Administrative Agent Paying Agent) and instructions for distribution to each Lender use in effecting the surrender of the Certificates in exchange for the account Merger Consideration or the Series B Cash Consideration as applicable. Upon surrender of the applicable Lender, pro rata, in accordance with the amounts due a Certificate for cancellation to the Lenders under this clause (b) any Non-Utilization Fee that is accrued Paying Agent, together with such letter of transmittal, duly executed, and unpaid such other documents as of may reasonably be required by the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity DatePaying Agent, the Borrower holder of such Certificate shall pay be entitled to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of receive in exchange therefore (i) in the Amortization Reduction Amountcase of a Common Certificate, a cash payment representing the Merger Consideration for each share of Sizeler Common Stock represented thereby, which such holder has the right to receive pursuant to this Article II and (ii) Advances Outstanding in the case of a Preferred Certificate, a cash payment representing the Series B Cash Consideration for each share of Sizeler Series B Preferred Stock represented thereby (if the Series B Merger Approval has been obtained prior to the Effective Time), which such holder has the right to receive pursuant to this Article II, and, in each case the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Sizeler Common Stock or Sizeler Series B Preferred Stock that is not registered in the transfer records of the Company prior to the Effective Time, payment may be made to a person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Common Certificate and (if the Series B Merger Approval has been obtained prior to the Effective Time) each Preferred Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender of such Certificate, the consideration into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(a) together with any accrued and unpaid Prepayment Premium)the dividends, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable if any, which may have been declared by the Company on the Final Maturity Date and Sizeler Common Stock or the Borrower shall pay to the Administrative Agent for distribution to each LenderSizeler Series B Preferred Stock, pro rataas applicable, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and which remain unpaid at the other Transaction Documents, together Effective Time. The Acquiror and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with interest accrued as set forth in Section 2.07(a), from the Payment Date when due Exchange Fund and unpaid hereunderthe distributions therefrom.

Payment Procedures. (a) On each Payment Date, the Borrower shall pay, Prior to the Administrative Partnership Merger Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent with respect to the Mergers (the “Paying Agent”). At or prior to the Partnership Merger Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent for distribution a cash amount in U.S. dollars that, when taken together with available cash of the Acquired Companies that is deposited with the Paying Agent at the Partnership Merger Effective Time, is sufficient in the aggregate to each Lender for enable the account Paying Agent to make the payments of the applicable LenderMerger Consideration pursuant to Section 3.1(a)(i) and Section 3.2(a)(i) to holders of Partnership Units and Company Common Stock, pro rataas applicable, outstanding immediately prior to the Partnership Merger Effective Time or Company Merger Effective Time, as applicable, less the Partnership Unit Consideration or Common Stock Consideration, as applicable, to be paid in respect of the Company Compensatory Awards, which amounts in respect thereof shall be paid or delivered directly to the Surviving Company in accordance with Section 3.4(e) (the amounts due “Exchange Fund”). The Paying Agent shall make payments of the Merger Consideration out of the Exchange Fund in accordance with this Agreement. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderSurviving Company. (b) On Within five Business Days after the Company Merger Effective Time, Parent and the Surviving Entities shall cause the Paying Agent to, in accordance with, and as required by the Paying Agent’s customary procedures: (i) mail to each Payment Date holder of record of Book-Entry Shares, that (1) immediately prior to the occurrence of the Commitment Termination Date the Borrower shall pay Partnership Merger Effective Time, represented outstanding Partnership Units, or (2) immediately prior to the Administrative Agent Company Merger Effective Time, represented outstanding shares of Company Common Stock, and which were converted into the right to receive the Partnership Unit Consideration or the Common Stock Consideration pursuant to Section 3.1(a)(i) and Section 3.2(a)(i), as applicable (including, with respect to the Restricted Stock and the Deferred Stock Awards, pursuant to the provisions of Section 3.4(a) and Section 3.4(b)), an instruction request letter (which shall be in customary form and have such other provisions as Parent and the Company shall reasonably agree), including instructions for distribution to each Lender effecting the exchange of Book-Entry Shares for the account applicable Merger Consideration; and (ii) subject to the requirements of this Section 3.3(b), make, and the Paying Agent shall make, delivery and disbursement of the applicable Lender, pro rataMerger Consideration out of the Exchange Fund to the holders of such Book-Entry Shares upon surrender to the Paying Agent of such Book-Entry Shares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request), in accordance with each case, other than the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as holders of the last day of the related Non-Utilization PeriodCompany Compensatory Awards and less any applicable Taxes required to be withheld with respect to such payment as provided in Section 3.5. (c) On The exchange of Book-Entry Shares representing Partnership Units or Company Common Stock, as applicable, shall be effected in accordance with the Paying Agent’s customary procedures with respect to book-entry securities. The Book-Entry Shares so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Partnership Units or Company Common Stock that is not registered in the transfer records of the Partnership or the Company, as applicable, payment of the applicable Merger Consideration may be made to a Person other than the Person in whose name the Book-Entry Share so surrendered is registered if such Book-Entry Share shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3, each Payment Date following the Commitment Termination Date or, in Book-Entry Share shall be deemed at any case, time after the declarationPartnership Merger Effective Time or Company Merger Effective Time, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rataas applicable, to pay an amount equal represent only the right to receive upon such surrender the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in fullapplicable Merger Consideration. All Advances Outstanding No interest shall be immediately due and payable paid or shall accrue on the Final Maturity Date and the Borrower shall pay any payment to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateholders of Book-Entry Shares hereunder. (d) The parties hereby agree that if On or after the funds on deposit in first anniversary of the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwiseCompany Merger Effective Time, the Borrower Surviving Company shall nevertheless remain responsible forbe entitled to cause the Paying Agent to deliver to the Surviving Company any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Book-Entry Shares representing Partnership Units or Company Common Stock, as applicable, and thereafter, such holders shall pay when due, all be entitled to look to the Surviving Company with respect to the cash amounts payable under this Agreement upon surrender of their Book-Entry Shares. None of Parent, the Surviving Entities, the Paying Agent or any other Person shall be liable to any holder of Partnership Units or Company Common Stock, as applicable, for any Merger Consideration or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of Partnership Units or Company Common Stock, as applicable, immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (e) As of the Partnership Merger Effective Time and the other Transaction Documents Company Merger Effective Time, as applicable, the stock or unit transfer books of the Partnership and the Company, as applicable, shall be closed, and thereafter, there shall be no further registration of transfers of Partnership Units or Company Common Stock. The applicable Merger Consideration paid in accordance with the terms of this Agreement Article III upon surrender of Book-Entry Shares representing Partnership Units and Company Common Stock, as applicable, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Book-Entry Shares. From and after the Partnership Merger Effective Time, the holders of Partnership Units outstanding immediately prior to the Partnership Merger Effective Time shall cease to have any rights with respect to such Partnership Units except as otherwise provided for herein or by applicable Law. From and after the Company Merger Effective Time, the holders of Company Common Stock outstanding immediately prior to the Company Merger Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for herein or by applicable Law. If, after the Partnership Merger Effective Time or Company Merger Effective Time, as applicable, Book-Entry Shares representing Partnership Units or Company Common Stock, as applicable, are presented to the Paying Agent, Surviving Company or Surviving Partnership for transfer, they shall be cancelled and exchanged as provided in this Agreement. (f) After the Closing Date, the Paying Agent shall invest any cash included in the Exchange Fund as directed by the Surviving Company. Any interest and other Transaction Documentsincome resulting from such investments shall be paid to the Surviving Company. Until the termination of the Exchange Fund, together to the extent that there are losses with interest accrued respect to such investments, or the cash portion of the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as set forth in Section 2.07(a)contemplated hereby, from the Payment Date when due and unpaid hereunderSurviving Company shall promptly replace or restore the cash portion of the Exchange Fund lost through investments or other events so as to ensure that the cash portion of the Exchange Fund is, at all times, maintained at a level sufficient to make all such payments.

Payment Procedures. (a) On each Payment DateIf a Disposition Agreement is entered into during the Disposition Period, then the Borrower shall payCompany shall, to the Administrative extent permitted by Law and contract, promptly deliver to the Rights Agent for distribution (with a copy to each Lender for the account Representative) written notice indicating that a Disposition Agreement has been entered into and a copy of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued Disposition Agreement and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderancillary agreements thereto. (b) On or prior to each CVR Payment Date prior with respect to any Disposition Agreement, the Company shall deliver to the occurrence of the Commitment Termination Date the Borrower shall pay Rights Agent (with a copy to the Administrative Representative) written notice indicating that (A) the Holders are entitled to receive one or more payments with respect to CVR Proceeds, (B) the source and trigger event for such payment of CVR Proceeds in the Disposition Agreement, (C) a calculation of Gross Proceeds, Net Proceeds and any Permitted Deductions used to calculate such CVR Proceeds (each such notice, a “CVR Payment Notice”) and (D) the Rights Agent for distribution shall use the information in the CVR Payment Notice to each Lender for calculate the account of the Post-Year-Five Reduction Amount applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Periodsuch CVR Payment Date. (c) On each Except to the extent any portion of a CVR Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity DateAmount is required to be treated as imputed interest and except as otherwise required pursuant to applicable law, the Borrower shall pay parties hereto intend to treat each CVR Payment Amount for all Tax purposes as consideration for the Company Common Stock and Company Stock Options surrendered or canceled pursuant to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to Merger Agreement. Parent and the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding Company shall be immediately due and payable report imputed interest on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateCVRs as required by applicable law. (d) The parties hereby agree that CVRs Issued in Exchange for Company Stock Options. (1) CVR Proceeds shall only be payable in respect of CVRs issued in exchange for Company Stock Options if the funds CVR Payment Date in respect of such CVR Proceeds occurs the later of (i) during the Disposition Period and (ii) on deposit or before March 15 of the calendar year following the calendar year in which the Collection Account applicable Disposition occurs. The amount of CVR Proceeds that are insufficient to pay any amounts due and payable not paid in respect of CVRs issued in exchange for Company Stock Options on a CVR Payment Date by operation of the preceding sentence is referred to as the “Post-Year-Five Reduction Amount”. (2) The Post-Year-Five Reduction Amount attributable to a CVR Payment Date shall be reallocated to Holders entitled to receive CVR Proceeds on such CVR Payment Date. (e) On or otherwiseprior to any CVR Payment Date, the Borrower Company shall nevertheless remain responsible fordeliver to the Rights Agent the CVR Payment Amounts required by Section 4.2. All payments by the Company hereunder shall be made in U.S. dollars. For the avoidance of doubt, and the Company shall pay when due, all amounts payable under this Agreement and have no further liability in respect of the other Transaction Documents relevant CVR Payment Amount upon delivery of such CVR Payment Amount in accordance with this Section 2.4(e) and the satisfaction of each of the Company’s obligations set forth in this Section 2.4. (f) The Rights Agent will promptly, and in any event within 10 Business Days after receipt of the CVR Payment Notice as well as any letter of instruction reasonably required by the Rights Agent, send each Holder at its registered address a copy of the CVR Payment Notice and, following the applicable CVR Payment Date, promptly pay, subject to any applicable tax withholding, the CVR Payment Amount to each of the Holders entitled to receive such CVR Payment Amount by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the CVR Payment Date. (g) Any portion of the CVR Payment Amount that remains undistributed to a Holder six months after the date of the delivery of the applicable CVR Payment Date will be delivered by the Rights Agent to the Company, upon demand, and any Holder will thereafter look only to the Company for payment of the CVR Payment Amount, without interest, but such Holder will have no greater rights against the Company than those accorded to general unsecured creditors of the Company under applicable Law. (h) None of the Company, any of its Affiliates, or the Rights Agent will be liable to any Person in respect of the CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite the Company’s, any of its Affiliates’ and/or the Rights Agent’s commercially reasonable efforts to deliver the CVR Payment Amount to the applicable Holder, the CVR Payment Amount has not been paid prior to one year after the applicable CVR Payment Date (or immediately prior to such earlier date on which the CVR Payment Amount would otherwise escheat to or become the property of any Governmental Body), the CVR Payment Amount will, to the extent permitted by applicable Law, become the property of the Company, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, the Company agrees to indemnify and hold harmless Rights Agent with respect to any liability, penalty, cost or expense Rights Agent may incur or be subject to in connection with transferring such property to the Company. (i) The Parties intend, to the extent consistent with applicable Law, (i) to treat each CVR Payment Amount with respect to CVRs issued in respect of Company Stock Options for all U.S. federal and applicable state and local income Tax purposes as compensation payments (and not to treat the issuance of the CVR to Equity Award Holders as a payment itself), (ii) that each CVR Payment Amount with respect to CVRs issued in respect of Company Stock Options be treated as a separate payment for purposes of Section 1.409A-2(b)(2)(i) of the U.S. Treasury Regulations, and (iii) that, to the greatest extent possible, each CVR Payment Amount with respect to CVRs issued in respect of Company Stock Options (A) that is paid on or prior to the fifth anniversary of the Merger Closing Date constitute “transaction-based compensation” within the meaning of Treas. Reg. § 1.409A-3(i)(5)(iv), and (B) otherwise constitute payment within the “short-term deferral” period following the lapse of a “substantial risk of forfeiture” (as such terms are defined for purposes of Section 409A of the Code), or is otherwise paid in compliance with or under an alternative exemption from Section 409A of the Code. (j) Each of the Rights Agent, Parent, the Company, the Surviving Corporation and each of their respective Affiliates shall be entitled to deduct and withhold, or cause to be deducted or withheld, from the amounts otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign Tax Law. Amounts so deducted or withheld and paid over to the appropriate Tax Authority shall be treated for all purposes of this Agreement and as having been paid to the other Transaction Documents, together with interest accrued as set forth Holder in Section 2.07(a), from the Payment Date when due and unpaid hereunderrespect of whom such deduction or withholding was made.

Payment Procedures. 6.1 Prior to the Closing Date, JAKKS shall appoint American Stock Transfer and Trust Company or another Person (reasonably acceptable to Toymax), to act as the Paying Agent. Prior to or at the Closing, JAKKS shall deposit with the Paying Agent, in trust for the benefit of the holders of Toymax Common Stock outstanding at the Effective Time, cash in an amount sufficient to pay the Cash Payment, the Fractional Share Payment, any payment required pursuant to Section 5.6 or, if applicable, pursuant to Section 5.2, the total Merger Consideration (the "Payment Fund"), and shall enter into a written agreement with the Paying Agent under which (i) the Paying Agent shall be required to invest the Payment Fund as directed by JAKKS; (ii) any interest, dividends or other income thereon shall be added to and constitute a portion of the Payment Fund; (iii) if at any time the amount of the Payment Fund shall exceed the amount of the Cash Payment remaining to be paid, the Paying Agent shall be required to, upon request by JAKKS, remit to JAKKS cash in an amount less than or equal to the amount of such excess; and (iv) if at any time the amount of the Payment Fund shall be less than the amount of the Cash Payment remaining to be paid, the Paying Agent shall promptly give to JAKKS Notice to such effect and JAKKS shall promptly deliver to the Paying Agent funds in an amount equal to or greater than the amount of such deficiency. At, or as promptly as practicable after, the Effective Time, JAKKS shall authorize and direct the Paying Agent, as transfer agent and registrar for the JAKKS Stock, to issue certificates representing the Stock Payment to be made to each holder of Toymax Common Stock outstanding at the Effective Time. 6.2 JAKKS shall cause the Paying Agent, promptly after the Effective Time, to mail to each holder of Toymax Common Stock at the Effective Time, at such holder's address as shown on Toymax's regular stockholders list, (a) On each Payment Datea letter of transmittal, in customary form reasonably acceptable to Toymax and the Paying Agent, which shall state that (i) such holder is entitled to receive the Merger Consideration in respect of the shares of Toymax Common Stock so held by such holder upon surrender of his Certificate or Certificates, as specified therein, including the amount of the Cash Payment, the Borrower amount of the Fractional Share Payment, any payment required pursuant to Section 5.6 and the number of whole shares of JAKKS Stock comprising the Stock Payment, and (ii) such surrender shall paybe effected, and risk of loss and title to such Certificate or Certificates shall pass only upon proper delivery thereof to the Administrative Agent for distribution to each Lender for the account of the applicable LenderPaying Agent, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior instructions specifying the place at which and the manner in which such Certificate or Certificates are so to the occurrence be delivered. No fractional share of JAKKS Stock shall be issued as part of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable LenderMerger Consideration, pro rata, but in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Datelieu thereof, the Borrower Fractional Share Payment shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay be paid in an amount equal to the lesser product of the fraction of the share that, but for this provision, would have been issued and $18.797 or, if the Value of JAKKS Stock on the Effective Date is less than $16.9173, the Value of JAKKS Stock on the Effective Date. Upon such surrender of any such Certificate, together which such letter of transmittal, duly completed and executed in accordance with the instructions thereto, and the delivery of such other documents as may reasonably be required by the Paying Agent, the holder of such Certificate shall be entitled to receive the Merger Consideration payable in respect of the shares of Toymax Common Stock represented by such Certificate. JAKKS shall thereupon cause the Paying Agent to promptly mail to such holder at such holder's address as shown on Toymax's regular stockholders list or, if a different address is indicated on the letter of transmittal, such other address (i) a check payable to the Amortization Reduction Amountorder of the holder or, if a different Person is indicated in the letter of transmittal, such other Person, in an amount equal to the sum of the Cash Payment, the Fractional Share Payment and any payment required pursuant to Section 5.6, or, if applicable in accordance with Section 5.2, the total Merger Consideration, and (ii) Advances Outstanding (a certificate representing the whole number of shares of JAKKS Stock included in the Stock Payment registered in the name of the holder or, if a different Person is indicated in the letter of transmittal and there is delivered to the Paying Agent such additional documents as the Paying Agent may reasonably request to evidence compliance with applicable securities and other Law and the payment in full of any applicable stock transfer Taxes, such other Person. No interest shall accrue for the benefit of, or be payable to, any such holder on account of the Merger Consideration payable in respect of such shares of Toymax Common Stock. In the event of a transfer of ownership of any share of Toymax Common Stock which is not registered in the stock transfer records for the Toymax Common Stock, the Paying Agent shall be entitled to, and JAKKS shall cause the Paying Agent to, pay the Merger Consideration and mail a check and stock certificate therefor to the transferee thereof, if the Certificate representing such shares is presented to the Paying Agent, together with such documents as the Paying Agent may reasonable request to evidence such transfer and the payment in full of any accrued applicable stock transfer Taxes. 6.3 Notwithstanding the failure of any Certificate to be surrendered as hereinabove provided, each such Certificate, from and unpaid Prepayment Premium)after the Effective Time, until Advances Outstanding (together with shall not represent any accrued and unpaid Prepayment Premium) are paid interest in fullthe Surviving Corporation, or any Assets thereof, but shall represent only the right of the holder thereof at the Effective Time to receive the Merger Consideration payable in respect thereof upon surrender of such Certificate pursuant hereto. All Advances Outstanding The stock transfer books of Toymax shall be closed immediately due at the Effective Time and payable on no transfer of shares of Toymax Common Stock shall be effective or registered thereafter. 6.4 If any Certificate shall have been lost, stolen or destroyed, upon the Final Maturity Date and making of an affidavit to such effect by the Borrower Person claiming to be the holder of such Certificate and, if required by JAKKS, the posting by such Person of a bond as an indemnity against any claim that may be made against it with respect to such Certificate, JAKKS shall cause the Paying Agent to pay to such Person the Administrative Agent for distribution Merger Consideration with respect to the shares represented by such Certificate. 6.5 Promptly after the Effective Time, JAKKS shall grant to each Lenderholder of an Eligible Option a JAKKS Option payable in respect thereof and issue and mail to such holder, pro rataat the address shown in the option agreement or certificate relating to such Eligible Option, all Advances Outstanding on the Final Maturity Datea stock option agreement covering such JAKKS Option. (d) 6.6 The parties hereby agree Paying Agent shall be entitled to deduct and withhold from the amount of the Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Toymax Common Stock at the Effective Time or any holder of an Eligible Option such amounts as it is required to deduct and withhold with respect to the payment of the Merger Consideration or the issuance of the JAKKS Option under the Code or any corresponding provision of any other Law relating to Taxes. To the extent that if any amount is so withheld, such amount shall be deemed for all purposes of this Agreement to have been paid as part of the funds on deposit in Merger Consideration to the Collection Account are insufficient holder of the shares of Toymax Common Stock at the Effective Time or to pay any amounts due and payable on a Payment Date or otherwisehave been paid to the holder of the Eligible Option that would otherwise have been entitled actually to receive such amount. 6.7 None of JAKKS, the Borrower Surviving Corporation, or the Paying Agent, or any officer, employee or agent thereof, shall nevertheless remain responsible for, be liable to any Person in respect of any Merger Consideration that is delivered to a public official pursuant to and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with any applicable abandoned property, escheat or similar Law. 6.8 If any portion of the terms Payment Fund remains undistributed six months after the Effective Time, JAKKS shall ensure that the balance thereof shall be delivered to JAKKS or to the Person designated by JAKKS, and any holder of a Certificate that shall not have theretofore complied with the provisions of this Agreement Article for the surrender of such Certificate and that shall not have received the other Transaction DocumentsMerger Consideration payable in respect thereof shall thereafter look only to JAKKS for the payment of such Merger Consideration. Any portion of the Merger Consideration remaining unclaimed by holders of shares of Toymax Common Stock at the Effective Time five years after the Effective Time (or such earlier date as such amount would otherwise escheat to or become the property of any Governmental Authority) shall, together with interest accrued as set forth in Section 2.07(a)to the fullest extent permitted by Law, from become the Payment Date when due property of the Surviving Corporation, free and unpaid hereunderclear of any claims or interests of any Person previously entitled thereto.

Payment Procedures. (ai) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Closing Date, Parent shall cause the Paying Agent to mail to each holder of record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b), (A) a letter of transmittal with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) On each Payment Date, the Borrower shall pay, surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Agent for distribution to each Lender for the account Paying Agent, together with such letter of the applicable Lendertransmittal, pro rata, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the Merger Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Section 2.3. No interest shall be paid or accrued on any case, after the declaration, amount payable on due surrender of Certificates (or automatic occurrence, effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Final Maturity DateMerger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, the Borrower it shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser be a condition precedent of payment that (iA) the Amortization Reduction Amount, Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (iiB) Advances Outstanding (together with the Person requesting such payment shall have paid any accrued transfer and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid in full. All Advances Outstanding shall or is not required to be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datepaid. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (ai) On each Payment DatePromptly after the Effective Time (but no later than two (2) Business Days after the Effective Time), the Borrower shall pay, Exchange Agent will mail to each holder of record of a certificate representing outstanding shares of Company Common Stock immediately prior to the Administrative Agent for distribution Effective Time (a “Certificate”) and to each Lender holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii): (1) a letter of transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates or Book-Entry Shares held by such holder will pass, only upon delivery of such Certificates or Book-Entry Shares to the Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (2) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the account of the applicable LenderMerger Consideration with respect to such shares. (ii) Upon surrender to, pro rata, and acceptance in accordance with Section 2.02(b)(iii) by, the amounts due Exchange Agent of a Certificate or Book-Entry Share, the holder thereof will be entitled to the Lenders Merger Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share surrendered under this clause (a), all interest accrued and unpaid Agreement. Until such time as the Merger Consideration is issued to or at the direction of the last day holder of a surrendered Certificate or Book-Entry Shares, the Parent Common Stock that constitutes a portion thereof shall not be voted on any matter. (iii) The Exchange Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the related Interest Period as determined by Certificates and Book-Entry Shares in accordance with customary exchange practices. (iv) From and after the Administrative Agent Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and provided if any Certificate or Book-Entry Share is presented to the Borrower. Company for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Borrower Certificate so surrendered is unable on properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any Payment Date transfer or other Taxes required by reason of the payment to pay all interest amounts in full due and payable on a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Payment Date, Tax has been paid or is not payable. (vi) At any time after the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under Effective Time until surrendered as contemplated by this Section 2.04(a)2.02, which amounts each Certificate or Book-Entry Share shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior represent only the right to receive upon such surrender the occurrence Merger Consideration payable in respect of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a)(ii). No interest will be paid or accrued for the account benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Nonshares of Company Common Stock represented by Certificates or Book-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodEntry Shares. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. (ai) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent shall cause the Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal, in form and substance reasonably satisfactory to the Company (which approval shall not be unreasonably withheld, conditioned or delayed), with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) On each Payment Date, the Borrower shall pay, surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Agent for distribution to each Lender for the account Exchange Agent, together with such letter of the applicable Lendertransmittal, pro rata, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after receipt of an “agent’s message” by the declarationExchange Agent, or automatic occurrence, of and such other documents as may customarily be required by the Final Maturity DateExchange Agent, the Borrower holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall pay be entitled to receive in exchange therefor, and the Administrative Exchange Agent for distribution shall be required to promptly deliver to each Lendersuch holder, pro ratathe Merger Consideration, into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding this Article 2 (together with any accrued Fractional Share Cash Amount and unpaid Prepayment Premiumany dividends or other distributions payable pursuant to Section 2.2(c), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full). All Advances Outstanding No interest shall be immediately due and paid or accrued on any amount payable on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Final Maturity Date Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Borrower Person requesting such payment shall pay have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the Administrative Agent for distribution registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datebe paid. (diii) The parties hereby agree Parties and any other Person that if the funds on deposit in the Collection Account are insufficient has any withholding obligation with respect to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under payment made pursuant to this Agreement as determined by such Party or person in good faith shall be entitled to deduct and withhold, or cause the other Transaction Documents in accordance with Exchange Agent to deduct and withhold, from any payment such amounts as are required to be withheld or deducted under the terms Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which the deduction and withholding was made. The Parties shall use reasonable best efforts to reduce or eliminate withholding tax in connection with any payment made pursuant to Section 7.3 hereof to the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderextent permitted by applicable Law.

Payment Procedures. As promptly as practicable following the Effective Time, Parent and Merger Sub shall cause the Paying Agent to mail to each holder of record (a) On each Payment Date, the Borrower shall pay, as of immediately prior to the Administrative Agent Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Common Stock (other than shares cancelled pursuant to Section 2.7(a)(ii) hereof and Dissenting Shares) (i) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the applicable LenderPaying Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the Lenders under provisions of this clause (a)Article II, all and the Certificates so surrendered shall forthwith be canceled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates on the Merger Consideration payable upon the surrender of the related Interest Period as determined by the Administrative Agent and provided such Certificates pursuant to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)2.8. Until so surrendered, which amounts outstanding Certificates shall be deemed from and after the Effective Time to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.

Payment Procedures. (ai) On As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time (or, in the case of clause (y) below, not later than the date the first payroll checks are paid to employees of the Surviving Corporation following the Effective Time), (x) the Paying Agent shall mail to each Payment Dateholder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, the Borrower (A) a letter of transmittal (which shall payspecify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Administrative Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company may mutually agree), and (B) instructions for distribution use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration and (y) the Paying Agent or the Surviving Corporation shall pay to each Lender for holder of a Company Stock Option or a Company Stock-Based Award the account amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the applicable LenderPaying Agent together with such letter of transmittal, pro rata, duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid such other documents as of the last day of the related Interest Period as determined may reasonably be required by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DatePaying Agent, the Administrative Agent may make holder of such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts Certificates or Book-Entry Shares shall be deemed entitled to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, receive in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, exchange therefor a check in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser product of (ix) the Amortization Reduction Amountnumber of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, and (ii) Advances Outstanding (together with a check for any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are cash to be paid in full. All Advances Outstanding shall upon due surrender of the Certificate may be immediately due and payable on paid to such a transferee if the Final Maturity Date and the Borrower shall pay Certificate formerly representing such Shares is presented to the Administrative Agent for distribution Paying Agent, accompanied by all documents required to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateevidence and effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid or are not applicable. (diii) The parties hereby agree that if Paying Agent shall, at the funds on deposit in Surviving Corporation’s request, deduct and withhold from the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such payment, and pay such amounts to the other Transaction Documents in accordance with Surviving Corporation for payment over to the terms applicable Governmental Entity (as hereinafter defined). To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding were made.

Payment Procedures. Promptly following the Effective Time, Parent shall cause to be mailed to each holder of record as of the Effective Time of (ai) On each Payment Date, a certificate or certificates (the Borrower shall pay, “Certificates”) which immediately prior to the Administrative Effective Time represented shares of Company Common Stock or (ii) shares of Company Common Stock represented by book-entry (“each, a “Book-Entry Share”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (x) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (y) instructions for distribution to each Lender use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for the account Merger Consideration. Upon surrender of Certificates for cancellation to the applicable LenderPayment Agent, pro ratatogether with a letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto and such other documents as may be required pursuant to such instructions, or delivery to the Lenders under this clause Payment Agent of an “agent’s message” in respect of Book-Entry Shares (aor such other evidence, if any, of transfer as the Paying Agent may reasonably request), all interest accrued and unpaid as the holder shall be entitled to receive in exchange therefor a check in the amount of the last day of the related Interest Period as determined by the Administrative Agent and provided U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.10(d)) equal to the Borrowerproduct of (x) the number of shares represented by such holder’s properly surrendered Certificates and/or Book-Entry Shares, as applicable, and (y) the per share Merger Consideration, and the Certificates and Book-Entry Shares so surrendered shall forthwith be canceled. If The Payment Agent shall accept such Certificates and transferred Book-Entry Shares upon compliance with such reasonable terms and conditions as the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up impose to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be effect an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, orderly exchange thereof in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in fullnormal exchange practices. All Advances Outstanding No interest shall be immediately due and payable paid or accrued on the Final Maturity Date Merger Consideration payable upon the surrender of such Certificates and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateBook-Entry Shares. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly following the Effective Time (a) On each Payment Dateand in any event within three Business Days), the Borrower Surviving Company shall pay, cause the Paying Agent to mail or otherwise disseminate to each holder of record (as of immediately prior to the Administrative Agent Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and/or (B) instructions for distribution to each Lender use in effecting the surrender of the Certificates in exchange for the account Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the applicable LenderPaying Agent or to such other agent or agents as may be appointed by Acquisition, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the Lenders under this clause (aPer Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), all and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book entry transfer of uncertificated Shares, the holders of such uncertificated Shares shall be entitled to receive in exchange for the cancellation of such uncertificated Shares an amount in cash equal to the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the uncertificated Shares shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates and uncertificated Shares on the Per Share Merger Consideration payable upon the surrender of the related Interest Period as determined by the Administrative Agent such Certificates and provided uncertificated Shares pursuant to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)2.8. Until so surrendered, which amounts outstanding Certificates and uncertificated Shares shall be deemed from and after the Effective Time, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Per Share Merger Consideration, without interest thereon, payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.

Payment Procedures. (a) On each Payment DateIf a Distribution Triggering Monetization Event occurs, then no later than the Borrower shall pay, later of (i) the date upon which the financial information with respect to the Administrative Agent for distribution to each Lender CVR Asset Pool for the account of calendar quarter immediately preceding the applicable Lender, pro rata, calendar quarter in accordance with the amounts due which such Distribution Triggering Monetization Event occurs is required to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and be provided to the Borrower. If CVR Agent pursuant to Section 4.3(a) and (ii) the Borrower date that is unable on any Payment Date to pay all interest amounts in full due and payable on thirty (30) days following such Payment DateDistribution Triggering Monetization Event, the Administrative Company shall deliver to the CVR Agent may and the CVR Agent shall, pursuant to the confidential, password-protected website that shall be established and administered by the CVR Agent pursuant to Section 4.3(b) make available a certificate with the calculation of Adjusted EBITDA for the Measurement Period for all Hotel Properties in the CVR Asset Pool individually and in the aggregate, and individually for any Hotel Property that was sold prior to such payments Distribution Triggering Monetization Event in a sale that qualified or did not qualify as a Qualifying CVR Asset Pool Sale, the corresponding Adjusted EBITDA Threshold for each such Hotel Property, and the Company’s calculation of the Net Proceeds from CVR Asset Pool, the Total CVR Pool Amount (if different from the Interest Reserve Net Proceeds from CVR Asset Pool) and the Total Distributable Amount up with respect to such shortfall amount under this Section 2.04(aDistribution Triggering Monetization Event (the “Calculation Certificate”), which amounts such Calculation Certificate and the information contained therein shall be deemed to be Confidential Information pursuant to this Agreement and subject to the terms and provisions of Section 4.3(b) hereof. The Company shall Make Available notice of the fact that such Calculation Certificate has been made available on such confidential website. If such Distribution Triggering Monetization Event is the consummation of the direct or indirect sale of All or Substantially All of the Assets and not all of the assets included in the CVR Asset Pool have been sold or the consideration payable in such Distribution Triggering Monetization Event could result in all or any portion of a Holdback Amount becoming payable in accordance with Section 2.4(d)(iii), the Calculation Certificate shall also so indicate and state that the Holders may be entitled to receive an Advance additional cash payment with respect to the remaining assets in the CVR Asset Pool that were not sold in such Distribution Triggering Monetization Event or the Holdback Amount. If an Independent Valuer is appointed pursuant to Section 2.4(e), then on or prior to the twenty-fifth (25th) Business Day prior to the Final Payment Date, the Company will deliver a Calculation Certificate (which Calculation Certificate shall also include the Value calculated in accordance with Section 2.4(b)(ii)(B) and information regarding any elections made hereunderby the Company pursuant to Section 2.4(d)(vi)) to the CVR Agent and make available such Calculation Certificate in accordance with the first sentence of this Section 2.5(a). (b) On each Payment Date prior Subject to Section 2.5(d), during the twenty (20) Business Day period after the Calculation Certificate is made available to Holders in accordance with Section 2.5(a) (the “Objection Period”), the Majority of Holders may send a notice duly and validly executed by such Holders (the “Notice of Objection”) to the occurrence CVR Agent and the Company detailing their objection to any calculation of a Total Distributable Amount hereunder as set forth in the Calculation Certificate by providing a reasonable, good faith basis for their objection; provided however such objection may not relate to any item determined by the Independent Valuer or Independent Investment Banker. Following the receipt of a Notice of Objection, the Company shall permit, and shall cause its Subsidiaries to permit, the Independent Accountant to have access to the records of the Commitment Termination Date Company or its Subsidiaries as may be reasonably necessary to investigate the Borrower shall pay to the Administrative Agent for distribution to each Lender basis for the account Notice of Objection. Any dispute arising from a Notice of Objection will be resolved by the applicable Lender, pro rata, Independent Accountant in accordance with the amounts due procedure set forth in Section 2.6, which decision will be final, conclusive and binding on the parties hereto and every Holder (absent manifest error). If a Notice of Objection has not been delivered to the Lenders under Company within the Objection Period, then the Company’s calculations in the Calculation Certificate will be final, conclusive and binding on the parties hereto and every Holder for all purposes of this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodAgreement. (c) On each If, following the delivery of a Calculation Certificate and the Objection Period or, if applicable, completion of the procedure set forth in Section 2.6(a) with respect to a Distribution Triggering Monetization Event or the Final Payment Date following Distribution (with respect to which an Independent Valuer has been appointed pursuant to Section 2.4(e)) for which a Notice of Objection has been duly and validly executed by the Commitment Termination Majority of Holders and timely delivered to the CVR Agent, there is a Total Distributable Amount distributable to the Holders with respect to such Distribution Triggering Monetization Event or Final Payment Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity DateDistribution, the Borrower shall pay to Company will deposit with the Administrative CVR Agent for distribution to each Lender, pro rata, to pay cash in an amount equal to the lesser Total Distributable Amount with respect to such Distribution Triggering Monetization Event or Final Payment Date. On the date (a “CVR Payment Date”) that is not more than five (5) Business Days after receipt of such Total Distributable Amount (i) and which shall, if with respect to a distribution with respect to the Amortization Reduction AmountFinal Payment Date, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premiumbe the Final Payment Date), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount by check mailed to the Administrative address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent for distribution with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datesuch account. (d) The parties hereby agree that if If a Final Payment Date Distribution is payable to the funds Holders on the Final Payment Date pursuant to Section 2.4(g) and no Independent Valuer has been appointed pursuant to Section 2.4(e), the Company will, on the fifth (5th) Business Day prior to the Final Payment Date, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount to be distributed on the Final Payment Date. Holders shall have no right to object to the calculation of this amount pursuant to Section 2.5(b) or otherwise. On the Final Payment Date, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount either by check mailed to the address of each such respective Holder as reflected in the Collection Account CVR Register, or, if agreed to by the Company, with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (e) If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and all of the consideration received in respect of the applicable Holdback Amount was cash, the Company will, within ten (10) Business Days after receipt of the cash consideration in respect of the applicable Holdback Amount, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and some or all of the consideration received in respect of the applicable Holdback Amount was non-cash consideration, the Company will, within ten (10) Business Days after the final determination by the Independent Investment Banker of the Value of such non-cash consideration portion of the Holdback Amount in accordance with Section 2.4(f)(ii), deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. In the case of either of the preceding two sentences of this Section 2.5(e), on the date (a “Holdback Payment Distribution Payment Date”) that is not more than five (5) Business Days after receipt of such Total Distributable Amount, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount in respect of such Holdback Payment Distribution by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (f) The Company and the CVR Agent will be entitled to deduct and withhold, or cause to be deducted or withheld, from the Total Distributable Amount or any other amount payable to the Holders pursuant to this Agreement, such amount as the Company or the CVR Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax law. The Holders will deliver to the Company and/or the CVR Agent, as applicable, at the time or times reasonably requested by the Company and/or the CVR Agent, as applicable, such properly completed and executed documentation reasonably requested by the Company and/or the CVR Agent, as applicable, as will permit the Company and/or the CVR Agent to determine the appropriate amount of withholding. To the extent that amounts are insufficient so withheld are paid over to or deposited with the relevant Governmental Entity, withheld amounts will be treated for all purposes of this Agreement as having been paid to a Holder in respect of which such deduction and withholding was made. (g) The CVR Agent shall have no duty or obligation to calculate, verify or confirm the accuracy, validity or sufficiency of any Total Distributable Amount or any other amount under this Agreement. (h) The Company’s and CVR Agent’s obligation to pay any amounts due Total Distributable Amount shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any judgment, injunction or order (whether temporary, preliminary or permanent) that is in effect and payable on restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of any Total Distributable Amount and the payments being otherwise lawful. (i) If the Company requests in writing to the CVR Agent, any funds comprising the cash deposited with the CVR Agent under Section 2.5(c), Section 2.5(d) or Section 2.5(e) that remain undistributed to the Holders twelve (12) months after a CVR Payment Date, the Final Payment Date or otherwisea Holdback Payment Distribution Payment Date, as applicable, shall be delivered to the Company by the CVR Agent and any Holders who have not theretofore received payment in respect of such Contingent Value Rights shall thereafter look only to the Company for payment of such amounts, subject to any applicable escheatment laws in effect from time to time. Upon delivery of such funds to the Company, the Borrower escheatment obligations of the CVR Agent with respect to such funds shall nevertheless remain responsible forterminate. Notwithstanding any other provisions of this Agreement, any portion of the funds provided by or on behalf of the Company to the CVR Agent that remains unclaimed one hundred and shall pay when dueeighty (180) days after termination of this Agreement in accordance with Section 7.7 (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, all amounts payable or become property of, any Governmental Entity) shall, to the extent permitted by law, become the property of the Company, free and clear of any claims or interest of any person previously entitled thereto, subject to any applicable escheatment laws in effect from time to time. (j) All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services hereunder shall be held by Computershare as agent for the Company and deposited in one or more bank accounts to be maintained by Computershare in its name as agent for the Company, and such funds shall be free of any claims by the Company other Transaction Documents in accordance with the terms of this Agreement than reversionary rights and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a2.5(i), and separate from any potential bankruptcy estate of the Payment Date when due and unpaid hereunderCompany. Computershare shall have no responsibility or liability for any diminution of the funds that may result from any deposit made by Computershare in accordance with this paragraph, including any losses resulting from a default by any bank, financial institution or other third party, except as a result of Computershare’s willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any Holder or any other party. Notwithstanding anything to the contrary herein, Company shall be responsible for providing Computershare with sufficient funds to satisfy its payment obligations to the Holders.

Payment Procedures. (a) On each Payment Date, Appropriate transmittal materials ("LETTER OF TRANSMITTAL") shall be mailed as soon as reasonably practicable after the Borrower shall pay, to the Administrative Agent for distribution Effective Time to each Lender for the account holder of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid record of South Jersey Common Stock as of the last day Effective Time. A Letter of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts Transmittal shall be deemed properly completed only if accompanied by certificates representing all shares of South Jersey Common Stock to be an Advance made hereunderconverted thereby. (b) On At and after the Effective Time, each Payment Date prior certificate ("SOUTH JERSEY CERTIFICATE") previously representing shares of South Jersey Common Stock (except as specifically set forth in SECTION 1.2) shall represent only the right to receive the occurrence Merger Consideration multiplied by the number of shares of South Jersey Common Stock previously represented by the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodSouth Jersey Certificate. (c) On each Payment Date following Prior to the Commitment Termination Date orEffective Time, Richmond County shall deposit, or shall cause to be deposited, in any casea segregated account with a bank or trust company selected by Richmond County and reasonably acceptable to South Jersey, after which shall act as paying agent ("PAYING AGENT") for the declaration, or automatic occurrence, benefit of the Final Maturity Dateholders of shares of South Jersey Common Stock, the Borrower shall pay to the Administrative Agent for distribution to each Lenderpayment in accordance with this SECTION 1.3, pro rata, an amount of cash sufficient to pay an amount equal the aggregate Merger Consideration to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are be paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay pursuant to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity DateSECTION 1.2. (d) The parties hereby agree Letter of Transmittal shall (i) specify that delivery shall be effected, and risk of loss and title to the South Jersey Certificates shall pass, only upon delivery of the South Jersey Certificates to the Paying Agent, (ii) be in a form and contain any other provisions as Richmond County may reasonably determine and (iii) include instructions for use in effecting the surrender of the South Jersey Certificates in exchange for the Merger Consideration. Upon the proper surrender of the South Jersey Certificates to the Paying Agent, together with a properly completed and duly executed Letter of Transmittal, the holder of such South Jersey Certificates shall be entitled to receive in exchange therefor a check in the amount equal to the cash that such holder has the right to receive pursuant to SECTION 1.2. South Jersey Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Paying Agent shall issue a check as provided herein. If there is a transfer of ownership of any shares of South Jersey Common Stock not registered in the transfer records of South Jersey, the Merger Consideration shall be issued to the transferee thereof if the funds on deposit South Jersey Certificates representing such South Jersey Common Stock are presented to the Paying Agent, accompanied by all documents required, in the Collection Account reasonable judgment of Richmond County and the Paying Agent, (x) to evidence and effect such transfer and (y) to evidence that any applicable stock transfer taxes have been paid. (e) From and after the Effective Time there shall be no transfers on the stock transfer records of South Jersey of any shares of South Jersey Common Stock. If, after the Effective Time, South Jersey Certificates are insufficient presented to pay any amounts due Richmond County, they shall be canceled and payable on a Payment Date or otherwise, exchanged for the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under Merger Consideration deliverable in respect thereof pursuant to this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as procedures set forth in Section 2.07(athis SECTION 1.3. (f) Any portion of the aggregate amount of cash to be paid pursuant to SECTION 1.2 that remains unclaimed by the stockholders of South Jersey for six months after the Effective Time shall be repaid by the Paying Agent to Richmond County upon the written request of Richmond County. After such request is made, any stockholders of South Jersey who have not theretofore complied with this SECTION 1.3 shall look only to Richmond County for the Merger Consideration deliverable in respect of each share of South Jersey Common Stock such stockholder holds, as determined pursuant to SECTION 1.2 of this Agreement, without any interest thereon. If outstanding South Jersey Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of Richmond County (and, to the extent not in its possession, shall be paid over to it), from free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the Payment Date when due foregoing, neither the Paying Agent nor any party to this Agreement (or any affiliate thereof) shall be liable to any former holder of South Jersey Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. (g) Richmond County and unpaid hereunderthe Paying Agent shall be entitled to rely upon South Jersey's stock transfer books to establish the identity of those persons entitled to receive the Merger Consideration, which books shall be conclusive with respect thereto. In the event of a dispute with respect to ownership of stock represented by any South Jersey Certificate, Richmond County and the Paying Agent shall be entitled to deposit any Merger Consideration represented thereby in escrow with an independent third party and thereafter be relieved with respect to any claims thereto. (h) If any South Jersey Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such South Jersey Certificate to be lost, stolen or destroyed and, if required by the Paying Agent, the posting by such person of a bond in such amount as the Paying Agent may direct as indemnity against any claim that may be made against it with respect to such South Jersey Certificate, the Paying Agent will issue in exchange for such lost, stolen or destroyed South Jersey Certificate the Merger Consideration deliverable in respect thereof pursuant to SECTION 1.2.

Payment Procedures. (a) On each If the Payment DateCondition occurs, then AcquisitionCo will, as soon as practicable (and in any event not later than ten Business Days) after the Borrower shall paydate that the Payment Condition has been satisfied, deliver to the Administrative Holder Committee and the Escrow Agent for distribution to each Lender for a notice in writing (the account “Achievement Certificate”) that the Payment Condition has been satisfied, which notice shall include the amount of the applicable LenderAggregate CRP Payment and the amount of the Distributable CRP Payment and Loan Proceeds Payment in respect of each EVR. Acquisition Co will also, pro ratasubject to Applicable Confidentiality Obligations, in accordance with disclose the amounts due result of the Interim Resource Certification to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Escrow Agent and provided the Holder Committee (and AcquisitionCo shall use its commercially reasonable efforts to obtain any consents required in order to make such disclosure, or to otherwise cause such disclosure to be permitted under Applicable Confidentiality Obligations, including ensuring that any agreed-upon extensions or amendments to the BorrowerApplicable Confidentiality Obligations include language permitting such disclosure). If The Escrow Agent will promptly (and in any event, within 10 days after receipt) deliver a copy of such Achievement Certificate to the Borrower is unable on any Payment Date Holders. The Escrow Agent will deliver to pay all interest amounts in full due AcquisitionCo and payable on the Holder Committee a certificate certifying the date of delivery of such Payment Date, Achievement Certificate to the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderHolders. (b) On After receipt of the Achievement Certificate, the Escrow Agent will promptly (and in any event within 10 days after the Loan Payment Date) liquidate, release and pay from the Liquidating Escrow Account, by check mailed, first-class postage prepaid, to the address of each Holder or by any other method of delivery as specified by the applicable Holder in writing to the Escrow Agent, an amount in cash equal to (i) the number of EVRs registered to such Holder in the EVR Register, multiplied by (ii) a sum equal to (A) the Distributable CRP Payment Date prior plus (B) the Loan Proceeds Payment. For the avoidance of doubt, (i) each of the requirements of the Payment Condition must be fully satisfied for any Distributable CRP Payment or Loan Proceeds Payment to be made, and the Holders will not be entitled to, and AcquisitionCo will not be liable for, any such payments in the event of any partial satisfaction of the Payment Condition, and (ii) from and after the date of the Achievement Certificate, each EVR shall represent an amount equal to the sum of the Distributable CRP Payment and Loan Proceeds Payment and, on release and payment of the cash proceeds hereunder shall be satisfied in full. The Escrow Agent shall not have any obligation to determine whether each of the requirements of the Payment Condition have occurred, but shall conclusively rely on its receipt of the Achievement Certificate as evidence that each of such requirements has occurred. (c) If the Interim Resource Certification has been completed, the volume of PRL 15 2C Resources has been determined under the Total Sale Agreement and the volume of PRL 15 2C Resources is equal to or less than 6.2 Tcfe, then promptly (and in any event not later than 10 Business Days) after the completion of the Interim Resource Certification, AcquisitionCo will deliver to the Escrow Agent and the Holder Committee an Officer’s Certificate (the “Non-Achievement Certificate”) certifying that the Payment Condition has not been satisfied and is incapable of being satisfied and that AcquisitionCo has complied in all material respects with its obligations under this Agreement. The Escrow Agent will promptly (and in any event, within 10 days after receipt) deliver a copy of such Non-Achievement Certificate to the Holders. The Escrow Agent will deliver to AcquisitionCo and the Holder Committee a certificate certifying the date of delivery of such certificate to the Holders. (d) If the Required Holders dispute either (x) the calculation of the Distributable CRP Payment or Loan Proceeds Payment set forth in the Achievement Certificate or (y) AcquisitionCo’s assertion in the Non-Achievement Certificate that the Payment Condition has not been satisfied and is incapable of being satisfied due to the occurrence of the Commitment Termination Date criteria described in the Borrower shall pay first sentence of Section 3.05(c), no later than 30 Business Days after the date of delivery of the Achievement Certificate or Non-Achievement Certificate, as applicable (the “Dispute Period”), the Required Holders may provide AcquisitionCo and the Escrow Agent with written notice (the “Dispute Notice”) of such dispute (together with, if applicable and based on the information reasonably available to the Administrative Agent for distribution to each Lender for Holders or the account Required Holders, such Required Holders’ calculation of the applicable LenderDistributable CRP Payment and the Loan Proceeds Payment) in reasonable detail (the matters so disputed, pro ratathe “Disputed Matters”); provided that the volume of PRL 15 2C Resources as determined by the Interim Resource Certification pursuant to the Total Sale Agreement shall be final, binding and conclusive upon the Holders and the Required Holders and shall not qualify as a Dispute Matter and shall not be, directly or indirectly, subject to review, challenge, dispute or adjustment pursuant to this Section 3.05(d) (it being understood that this proviso shall not prevent or restrict the Holders from asserting or disputing whether AcquisitionCo has complied with its express obligations under Section 6.02). Any Dispute Notice shall be required to be executed by Holders representing the Required Holders and the Escrow Agent may rely on the validity of the signatures contained thereon and shall incur no liability in relying on the validity of the signatures contained thereon. If the Required Holders do not deliver a Dispute Notice on or prior to the expiration date of the Dispute Period, the Holders will be deemed to have accepted the Achievement Certificate or Non-Achievement Certificate, as applicable, and AcquisitionCo and its affiliates will have no further obligation with respect to the EVRs, the Distributable CRP Payments or the Loan Proceeds Payments, subject, in the case of the delivery of an Achievement Certificate, to the payments to be made by the Escrow Agent in accordance with Section 3.05(b). If the amounts due Required Holders deliver a Dispute Notice on or prior to the Lenders under this clause expiration date of the Dispute Period, for 20 days following the delivery of a Dispute Notice, AcquisitionCo and such Required Holders shall attempt in good faith to resolve the Disputed Matters. If AcquisitionCo and such Required Holders successfully resolve the Disputed Matters, AcquisitionCo and such Required Holders shall execute and deliver a joint notice (ba “Joint Resolution Notice”) to the Escrow Agent informing the Holder Committee and the Escrow Agent of the resolution of the Disputed Matters and the Required Holders and AcquisitionCo shall jointly direct the Escrow Agent as to the precise distribution of the Liquidating Escrow Account. If AcquisitionCo and such Required Holders fail to resolve such Disputed Matters within such 20-day period, either AcquisitionCo or such Required Holders may each submit the unresolved Disputed Matters to the Independent Referee for final determination. If the Disputed Matters are submitted to the Independent Referee for resolution, AcquisitionCo shall furnish to the Independent Referee such access and documents and information related to the Disputed Matters (upon reasonable advance notice and during normal business hours) as the Independent Referee may reasonably request and as are reasonably available to AcquisitionCo. Subject to Applicable Confidentiality Obligations, the Independent Referee shall deliver to AcquisitionCo, the Holder Committee, the Escrow Agent and the Holders, as promptly as practicable (and in any event within 30 days after its appointment), a report (the “Independent Referee Report”) setting forth the Independent Referee’s determination with respect to the Disputed Matters and jointly directing the Escrow Agent as to the precise distribution of the Liquidating Escrow Account; provided that the Independent Referee’s determination with respect to each Disputed Matter shall be no more favorable to AcquisitionCo than as reflected in the Achievement Certificate or Non-Utilization Fee that is accrued Achievement Certificate, as applicable, and unpaid no more favorable to the Holders than as reflected in the Dispute Notice. The Escrow Agent shall promptly (and in any event within 10 days after receipt) deliver the Independent Referee Report to the Holders and the Holder Committee. The determination of the last day Independent Referee with respect to the Disputed Matters shall be final, conclusive and binding on AcquisitionCo, the Holder Committee and the Holders, shall be non-appealable and shall not be subject to further review. The fees and expenses charged by the Independent Referee shall be borne by AcquisitionCo, except to the extent that the Independent Referee Report finds in favor of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date orAcquisitionCo on all Disputed Matters, in any casewhich case such fees and expenses shall be borne by the Required Holders; provided that, after the declaration, or automatic occurrence, of the Final Maturity Datefor greater certainty, the Borrower Required Holders shall pay not be responsible for any fees and expenses of AcquisitionCo. The Independent Referee shall enter into a reasonable and mutually satisfactory confidentiality agreement with AcquisitionCo obligating the Independent Referee to the Administrative Agent for distribution retain all information disclosed to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid it in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents confidence in accordance with the terms of this Agreement such confidentiality agreement, and the other Transaction DocumentsIndependent Referee shall only include information in the Independent Referee Report, together the disclosure of which would not, in the Independent Referee’s reasonable discretion (after consultation with interest accrued AcquisitionCo), violate the Applicable Confidentiality Obligations. The Holder Committee may (but shall not be required to), with the consent of the Required Holders, act on behalf of the Required Holders with respect to any Disputed Matters as if the Holder Committee were the Required Holders and the provisions of this Section 3.05(d) shall apply mutatis mutandis; provided that the Holder Committee shall promptly provide AcquisitionCo, at AcquisitionCo’s request, evidence of such consent. (e) If the Required Holders deliver a Dispute Notice pursuant to Section 3.05(d), and following the conclusion of the procedures set forth in Section 2.07(a3.05(d), it is finally determined (whether through (x) mutual agreement of AcquisitionCo and the Required Holders or (y) determination of the Independent Referee under the Independent Referee Report) that the Distributable CRP Payment and Loan Proceeds Payment, if any, are in excess of the amounts set forth in the Achievement Certificate or Non-Achievement Certificate (the portion not paid under Section 3.05(b) in relation to each EVR, the “Payment Shortfall”), AcquisitionCo shall promptly (and in any event within two Business Days) after the delivery of the Joint Resolution Notice or Independent Referee Report, as applicable, to the Escrow Agent cause an aggregate amount in cash equal to (A) the Payment Shortfall multiplied by (B) the number of EVRs to be deposited with the Escrow Agent into the Liquidating Escrow Account. For greater certainty, any funds released from the Liquidating Escrow Account to AcquisitionCo under Section 3.05(j) shall, to the extent of the aggregate Payment Date when due Shortfall, be deemed to have been held by AcquisitionCo as agent and unpaid hereundernominee for and on behalf of the Holder until it is deposited with the Escrow Agent. Upon receipt of such aggregate amount, the Escrow Agent shall promptly (and in any event within 10 days after the receipt thereof) liquidate, release and pay from the Liquidating Escrow Account, by check mailed, first-class postage prepaid, to the address of each Holder or by any other method of delivery as specified by the applicable Holder in writing to the Escrow Agent, an amount in cash equal to (1) the number of EVRs registered to such Holder in the EVR Register, multiplied by (2) the Payment Shortfall.

Payment Procedures. (ai) On each Payment Date, As soon as reasonably practicable (and in any event within three (3) Business Days) after the Borrower shall payEffective Time, to the Administrative extent not previously delivered, the Surviving Company or the Surviving Partnership, as applicable, shall cause the Paying Agent for distribution to mail to each Lender for holder of record of Shares or Company OP Units whose Shares or Company OP Units, as applicable, were converted into the account Merger Consideration pursuant to Section 2.01 or Section 2.02, (A) a letter of transmittal (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the date of this Agreement, and (B) any agreement or additional documents necessary to admit the holders of Company OP Units as of immediately prior to the Partnership Merger Effective Time as new limited partners of the Surviving Partnership, to afford such holders the same exchange rights afforded to other holders of Parent OP Common Units pursuant to the limited partnership agreement of Parent OP, as amended and restated, and to record such holders as the owners of the aggregate number of Parent OP Common Units as each is entitled to receive in respect of their aggregate Unit Ownership Consideration pursuant to Section 2.02(a)(i)(2). The Letter of Transmittal shall be accompanied by instructions for use in effecting the surrender of certificates that immediately prior to the Effective Time represented Shares or certificates that immediately prior to the Partnership Merger Effective Time represented the Company OP Units (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-certificated Shares or Company OP Units represented by book-entry of the Company or the Company OP, as applicable Lender(“Book-Entry Shares”) pursuant to this Article II, pro ratarepresenting the shares of Company Common Stock or Company OP Units to which such Letter of Transmittal relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or the Company OP, as applicable, or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Letter of Transmittal, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Paying Agent by the time required in such guarantee of delivery, and, in accordance with the amounts due case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Letter of Transmittal. The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof as provided in this Section 2.03(c)(i)) or Book-Entry Shares to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Paying Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderin such form and have such other provisions as Parent and the Company may agree. (bii) On each Payment Date prior As soon as reasonably practicable after the date of delivery (or, if later, after the Effective Time) to the occurrence Paying Agent of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account a Certificate (or effective affidavit of the applicable Lender, pro rata, loss in accordance with the amounts due to the Lenders under this clause lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after receipt of an “agent’s message” by the declarationPaying Agent, or automatic occurrencesuch other evidence, if any, of transfer as the Final Maturity DatePaying Agent may reasonably request), together with a properly completed and duly executed Letter of Transmittal and any other documentation required hereby, the Borrower holder of record of such Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares shall pay be entitled to receive from the Exchange Fund in exchange therefor the applicable Merger Consideration in respect of the shares of Company Common Stock or Company Restricted Stock or Company OP Units formerly represented by such holder’s properly surrendered Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares. Any Share Cash Consideration or Unit Cash Consideration payments shall be made via check or wire or other electronic transfer of immediately available funds, at each such holder’s election as specified in the Letter of Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company or Company OP Units that is not registered in the transfer records of the Company OP, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares or Company OP Units, as applicable, is presented to the Administrative Agent for distribution Paying Agent, accompanied by all documents required to each Lenderevidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. The Merger Consideration, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay full with respect to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date Share or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents Company OP Unit in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of this Agreement and the other Transaction Documentsall rights pertaining to such Share or Company OP Unit, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderapplicable.

Payment Procedures. (a) On No later than forty-five (45) days after the end of each CVR Payment DatePeriod during the CVR Term, commencing with the first CVR Payment Period in which Parent or its Subsidiaries receives any Net CVR Payments that are greater than $0.00 for such CVR Payment Period, and for any subsequent CVR Payment Period in which Parent or its Subsidiaries receives any Net CVR Payments that are greater than $0.00 for such CVR Payment Period, Parent shall deliver to the Rights Agent a CVR Payment Statement for the applicable CVR Payment Period, and upon reasonable request by the Acting Holders, Parent shall provide the Acting Holders that made such request with reasonable documentation to support its calculation of Net CVR Payments and the Aggregate CVR Payment Amount for the applicable CVR Payment Period. Within ten (10) Business Days following the delivery of each CVR Payment Statement for the applicable CVR Payment Period, if the Net CVR Payments for such CVR Payment Period are greater than $0.00, subject to Section 2.4(h), Parent shall duly deposit with or transfer to, or cause to be deposited with or transferred to, the Borrower Rights Agent, an amount necessary to pay the Aggregate CVR Payment Amount for the applicable CVR Payment Period to all Holders (other than Holders in respect of Equity Award CVRs), with the Aggregate CVR Payment Amount to be in the form of any of the following: (i) solely shares of Parent Common Stock (a “CVR Stock Payment”); (ii) solely cash ( a “CVR Cash Payment”); or (iii) a combination of shares of Parent Common Stock and cash (a “Combined CVR Cash and Stock Payment”). Subject to Section 4.2(c), Parent shall payhave the right, in its sole discretion, to elect one of the foregoing (i), (ii) or (iii) in paying any Aggregate CVR Payment Amount payable under this Agreement to the Holders, which election shall be included in the applicable CVR Payment Statement and be irrevocable thereafter. The Aggregate CVR Payment Amount shall be considered paid on the date the Rights Agent has received money or shares of Parent Common Stock sufficient to pay the Aggregate CVR Payment Amount to the Holders (other than Holders in respect of Equity Award CVRs). b) The Rights Agent will promptly, and in any event within ten (10) Business Days of receipt of the Aggregate CVR Payment Amount deposited with the Rights Agent pursuant to Section 2.4(a), together with any letter of instruction reasonably required by the Rights Agent, send each Holder (other than Holders in respect of Equity Award CVRs) at its address set forth on the CVR Register a copy of the related CVR Payment Statement (which statement may be modified or redacted, at the reasonable request of Parent, so as to provide only the total amount of the Gross Payments, the total amount of Permitted Deductions and the ultimate CVR Payment Amount payable in respect of each CVR, as well as a statement as to whether payment will be in the form of a CVR Stock Payment, a CVR Cash Payment or a Combined CVR Cash and Stock Payment). If the Rights Agent also receives payment of the Aggregate CVR Payment Amount under Section 2.4(a), then within ten (10) Business Days after receipt of each such Aggregate CVR Payment Amount, the Rights Agent will also pay the CVR Payment Amount to each Holder (other than Holders in respect of Equity Award CVRs), with each such Holder receiving: (i) if Parent elects a CVR Stock Payment, a number of shares of Parent Common Stock determined by dividing the CVR Payment Amount by the Parent Stock Price; (ii) if Parent elects the CVR Cash Payment, the CVR Payment Amount; and (iii) if Parent elects the Combined CVR Cash and Stock Payment: (A) (1) the CVR Payment Amount divided by the Parent Stock Price, multiplied by (2) the percentage of the CVR Payment Amount that Parent has elected to pay in shares of Parent Common Stock, plus (B) (1) the CVR Payment Amount multiplied by (2) the percentage of the CVR Payment Amount that Parent has elected to pay in cash. Notwithstanding the foregoing, with respect to any CVR Payment Amount that is payable in respect of Equity Award CVRs, Parent shall, as soon as reasonably practicable following the payment date applicable under this Section 2.4(b) (but in any event no later than March 15 of the Calendar Year following the Calendar Year in which the applicable CVR Payment Period concluded), or shall cause an Affiliate thereof (including the Surviving Entity) to, pay such amount, through Parent’s or such Affiliate’s payroll system, or, if applicable, issue the number of shares of Parent Common Stock for distribution by the Rights Agent, in either case, as described in clauses (i), (ii) or (iii) of the first sentence of this Section 2.4(b), to the Administrative applicable holders of Equity Award CVRs. c) In the event that any CVR Payment Amount payable to the Holders under this Agreement includes shares of Parent Common Stock, Parent and the Rights Agent for distribution shall take such actions as are necessary to issue or transfer to each Lender for the account Holder such Holder’s shares of the applicable Lender, pro rataParent Common Stock, in accordance with the amounts due applicable Law. Notwithstanding anything to the Lenders contrary herein, no fractional shares of Parent Common Stock shall be issued under this clause (a)Agreement. In lieu of any fractional share of Parent Common Stock otherwise issuable under this Agreement, all interest accrued and unpaid as of if any, the last day of the related Interest Period as determined by the Administrative Agent and provided Holder shall receive a cash payment, rounded down to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due nearest whole cent and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro ratawithout interest, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser product of the Parent Stock Price for the applicable payment and the fraction of a share the Holder would otherwise be entitled to receive. The shares of Parent Common Stock to be issued to Holders pursuant to the foregoing shall be evidenced by properly authorized share certificates registered with Parent’s stock transfer agent, or, at Parent’s discretion, by book-entry registration with ▇▇▇▇▇▇’s stock transfer agent. d) The CVR Cash Payment or the cash portion of any Combined CVR Cash and Stock Payment payable under this Agreement (including any cash payment in lieu of fractional shares of Parent Common Stock) shall be paid in United States dollars (i) by electronic payment or check mailed to the Amortization Reduction address of such Holder reflected in the CVR Register as of 5:00 p.m. Eastern Time on the last day of such CVR Payment Period or (ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the last day of such CVR Payment Period, by wire transfer of immediately available funds to the account specified on such instructions. The portion of any CVR Payment Amount payable in cash shall be rounded down to the nearest cent. e) Parent (or the Surviving Entity or an applicable successor in the case of payments in respect of Equity Award CVRs) shall be entitled to deduct and withhold, or cause the Rights Agent to deduct and withhold, from any CVR Payment Amount or any other amounts otherwise payable pursuant to this Agreement such amounts as may be required to be deducted and withheld therefrom under applicable Tax Law, as may reasonably be determined by Parent (or the Surviving Entity or an applicable successor in the case of payments in respect of Equity Award CVRs) or the Rights Agent. Prior to making any such deduction or withholding or causing any such deduction or withholding to be made with respect to any CVR Payment Amount (other than amounts due to Holders in respect of Equity Award CVRs), Parent shall use commercially reasonable efforts to instruct the Rights Agent to, and upon receipt of such instruction in the form of a completed tax instruction letter in the form attached hereto as Exhibit A (the “Tax Instruction Letter”), the Rights Agent shall use commercially reasonable efforts to request an IRS Form W-9 or applicable IRS Form W-8, or any other appropriate forms, from Holders within a reasonable amount of time in order to provide an opportunity for an applicable Holder to provide such forms (or any other necessary Tax forms) in order to mitigate or reduce such withholding. Parent shall use commercially reasonable efforts to, or shall cause the Rights Agent to use commercially reasonable efforts to, take all actions that may be necessary to ensure that any amounts withheld in respect of Taxes are timely remitted to the appropriate Governmental Entity. To the extent any amounts are so deducted and withheld and properly and timely remitted to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made, and Parent (or the Surviving Entity or an applicable successor) shall use commercially reasonable efforts to, or shall use commercially reasonable efforts to cause the Rights Agent to, comply with any information reporting requirements under applicable U.S. federal and applicable state and local income Tax Law. In the event any such deduction and withholding are required to be made in respect of any CVR Stock Payment to be received by any Holder in respect of Equity Award CVRs, Parent (or the Surviving Entity or an applicable successor) may satisfy such deduction and withholding by reducing the number of shares of Parent Common Stock to which such Holder otherwise would be entitled under this Agreement by a number of shares equal to (x) the dollar amount of such deduction and withholding divided by (y) the Parent Stock Price. To the extent any amounts are so deducted and withheld in accordance with the previous sentence, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made, and Parent shall use commercially reasonable efforts to, or shall use commercially reasonable efforts to cause the Rights Agent to, take all commercially reasonable actions that may be necessary to ensure that any amounts so withheld in respect of Taxes are timely remitted to the appropriate Governmental Entity. All amounts paid in respect of each Equity Award CVR under this Agreement shall be treated for all U.S. federal and applicable state and local income Tax purposes as wages in the year in which the applicable payment is made (and not upon the receipt of such Equity Award CVR). With respect to any such Tax withholdings on payments of such Equity Award CVRs, any such withholding may be made, or caused to be made, by Parent through Parent’s, the Company’s or its applicable Affiliate’s payroll system. f) Any portion of any CVR Payment Amount that remains undistributed to the Holders twelve (12) months after the date of the delivery of the CVR Payment Statement will be delivered by the Rights Agent to Parent, upon demand, and any Holder will thereafter look only to Parent for payment of its share of the applicable CVR Payment Amount, without interest, but such Holder will have no greater rights against Parent than those accorded to general unsecured creditors of Parent under applicable Law. g) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any CVR Payment Amount delivered to a public official pursuant to any abandoned property, escheat or other similar Laws. If, despite ▇▇▇▇▇▇’s and the Rights Agent’s commercially reasonable efforts to deliver a CVR Payment Amount to the applicable Holder, such CVR Payment Amount has not been paid immediately prior to the date on which such CVR Payment Amount would otherwise escheat to or become property of any Governmental Entity, such CVR Payment Amount shall become, to the extent permitted by applicable Laws, the property of Parent or its designee, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, ▇▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. h) Notwithstanding the foregoing, Parent will not be obligated to pay any CVR Payment Amounts unless the Aggregate CVR Payment Amount exceeds $1,000,000 in any given CVR Payment Period. If the Aggregate CVR Payment Amount is less than $1,000,000, such amount will be rolled over to the next CVR Payment Period until the unpaid Aggregate CVR Payment Amount exceeds $1,000,000. It is hereby agreed that if the Aggregate CVR Payment Amount does not exceed $1,000,000 in any given CVR Payment Period, Parent shall pay the total amount of the then unpaid Aggregate CVR Payment Amount immediately prior to the termination or expiry of this Agreement. This Section 2.4(h) shall not apply to CVR Payment Amounts payable to Holders in respect of Equity Award CVRs. i) Parent and the Rights Agent agree that for all U.S. federal (and applicable state, local and non-U.S.) income Tax purposes, (i) amounts payable pursuant to this Agreement are intended to be treated as deferred contingent purchase price for Shares; and (ii) Advances Outstanding a portion of such amounts may be treated as interest pursuant to Section 483 or Section 1274 of the Code. The parties hereto agree to file all Tax Returns in a manner consistent with the foregoing Tax treatment and in accordance with a duly completed Tax Instruction Letter unless otherwise required by a change in applicable Tax Law after the date of this Agreement or a “determination” within the meaning of Section 1313(a) of the Code (together with or any accrued similar provision of state, local, or non-U.S. Law). Parent represents that it shall instruct Rights Agent on any change in the foregoing tax treatment arising from changes in applicable Tax Law and unpaid Prepayment Premium), until Advances Outstanding (together with or any accrued and unpaid Prepayment Premium“determination” within the cited Section 1313(a) are paid in fullof the Code et. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateal. (dj) The parties intend that each Equity Award CVR is exempt from or in compliance with Section 409A of the Code, and this Agreement shall be interpreted and administered in accordance therewith. None of the parties to this Agreement nor any of their employees, directors or representatives shall have any liability to a Holder or transferee or other Person in respect of Section 409A of the Code. Each CVR Payment Amount is intended to constitute a separate payment for purposes of Treasury Regulation Section 1.409A-2(b)(2). The parties hereby acknowledge and agree that any CVR Payment Amounts paid out beyond the fifth (5th) anniversary of the Closing Date shall be paid only if such CVR Payment Amounts are subject to a substantial risk of forfeiture under Section 409A of the Code and shall constitute “short-term deferrals” within the meaning of Treas. Reg. §1.409A-1(b)(4). k) Commencing with the end of the first CVR Payment Period, if Parent has not delivered to the Rights Agent a CVR Payment Statement pursuant to Section 2.4(a), if the funds on deposit Net CVR Payments for such CVR Payment Period are not greater than $0.00, Parent shall deliver to the Rights Agent a written notice indicating that the Net CVR Payments for such CVR Payment Period are not greater than $0.00 (a “CVR Failure Notice”) accompanied by a statement setting forth, in reasonable detail, a calculation of the Collection Account are insufficient to pay any amounts due and payable on a Net CVR Payments for the applicable CVR Payment Date or otherwise, the Borrower shall nevertheless remain responsible forPeriod. The Rights Agent will promptly, and in any event within ten (10) Business Days of receipt of a CVR Failure Notice, send each Holder at its registered address a copy of such CVR Failure Notice and corresponding documentation. Notwithstanding the foregoing, if Parent determines (in its sole discretion) to file a registration statement (or to amend an existing registration statement) in connection with any CVR Stock Payment or Combined CVR Cash and Stock Payment, Parent shall pay when dueuse commercially reasonable efforts to promptly file and to cause such registration statement to become effective under applicable securities Laws, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as any time period set forth for payments in this Section 2.07(a), from the Payment Date when due and unpaid hereunder2.4 will be tolled pending such filing or amendment.

Payment Procedures. Promptly following the Effective Time (aand in any event within two (2) On each Payment DateBusiness Days), Parent and the Borrower Surviving Corporation shall pay, cause the Exchange Agent to the Administrative Agent for distribution mail to each Lender for the account holder of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid record as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date immediately prior to the occurrence Effective Time of the Commitment Termination Date the Borrower shall pay one or more certificates that immediately prior to the Administrative Agent for distribution to each Lender for Effective Time represented issued and outstanding shares of Company Capital Stock (the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause “Certificates” (bif any)) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) a letter of transmittal in customary form (which shall specify that delivery will be effected, and risk of loss and title to the Amortization Reduction AmountCertificates will pass, only upon delivery of the Certificates to the Exchange Agent), and (ii) Advances Outstanding (instructions for effecting the surrender of the Certificates in exchange for the Merger Consideration payable to such holder with respect to Company Capital Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Exchange Agent, together with any accrued such letter of transmittal, duly completed and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents validly executed in accordance with the terms instructions thereto, the holders of this Agreement such Certificates will be entitled to receive in exchange therefor the Merger Consideration payable to such holder with respect to Company Capital Stock represented by such Certificates, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Capital Stock (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect to such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Exchange Agent (or such other Transaction Documentsevidence, together with interest accrued if any, of transfer as set forth in Section 2.07(athe Exchange Agent may reasonably request), will be entitled to receive in exchange therefor the Merger Consideration payable to such holder with respect to the Company Capital Stock it held immediately prior to the Effective Time, and the Uncertificated Shares shall be cancelled. The Exchange Agent will accept such Certificates and Uncertificated Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Cash Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 2.9(d). Until so surrendered or cancelled, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Payment Date when due and unpaid hereunderEffective Time to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to Section 2.7.

Payment Procedures. (a) On each If the Milestone occurs at any time prior to the expiration of the Milestone Period, then, on or prior to the Milestone Payment Date, Parent Holdco will deliver or cause to be delivered to the Borrower shall payRights Agent (i) a certificate (the “Milestone Achievement Certificate”) certifying the date of the satisfaction of the Milestone and that the Holders are entitled to receive the Milestone Payment and (ii) a wire transfer of immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding multiplied by the amount of the Milestone Payment (the “Aggregate Milestone Payment”). After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event, within five (5) Business Days) pay (x) by one lump sum wire payment to DTC for any Holder who is a former street name holder of Shares and (y) for all other Holders, by check mailed, first-class postage prepaid, to the Administrative Agent for distribution to address of each Lender for Holder set forth in the account CVR Register or by other method of delivery as specified by the applicable LenderHolder in writing to the Rights Agent (such amount in (x) and (y) together, pro rata, an amount in cash equal to Aggregate Milestone Payment). The Rights Agent shall hold the Aggregate Milestone Payment in a non-interest bearing account until such payment is made in accordance with the amounts due foregoing sentence. Notwithstanding the foregoing, in no event shall Parent Holdco be required to pay the Lenders under this clause (a), all interest accrued Milestone Payment more than once and unpaid as Parent Holdco shall not be required to pay the Milestone Payment if the Milestone occurs after the expiration of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderMilestone Period. (b) On each Parent Holdco or the Rights Agent shall be entitled to deduct or withhold from the Milestone Payment, if payable, such amounts as may be required to be deducted or withheld with respect to the Milestone Payment Date or CVR under the Code, and the rules and regulations thereunder, or any other applicable provision of state, local or foreign Law relating to Taxes, as may be reasonably determined by Parent Holdco or the Rights Agent. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and, if applicable, a reasonable opportunity for the Holder to provide any necessary Tax forms in order to reduce or eliminate such withholding amounts. To the extent such amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the person to whom such amounts would otherwise have been paid, and prior to the occurrence fifteenth (15th) day of February in the Commitment Termination Date year following any payment of such Taxes by Parent Holdco or the Borrower Rights Agent, the Rights Agent shall pay deliver to the Administrative Agent for distribution person to each Lender for whom such amounts would otherwise have been paid the account original Form 1099 or other reasonably acceptable evidence of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Periodsuch withholding. (c) On each Any portion of any Milestone Payment Date following that remains undistributed to the Commitment Termination Date or, in any case, Holders six (6) months after the declaration, or automatic occurrence, date of the Final Maturity DateMilestone Achievement Certificate shall be delivered by the Rights Agent to Parent Holdco, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amountupon demand, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium)Holder shall thereafter look only to Parent Holdco for payment of such Milestone Payment, until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding without interest, but such Holder shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay have no greater rights against Parent Holdco than those accorded to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dategeneral unsecured creditors of Parent Holdco under applicable Law. (d) The parties hereby agree that if Neither Parent Holdco nor the funds Rights Agent shall be liable to any person in respect of any Milestone Payment delivered to a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar Law. If, despite Parent Holdco’s and/or the Rights Agent’s reasonable best efforts to deliver a Milestone Payment to the applicable Holder, such Milestone Payment has not been paid prior to the date on deposit which such Milestone Payment would otherwise escheat to or become the property of any Governmental Entity, any such Milestone Payment shall, to the extent permitted by applicable Law, immediately prior to such time become the property of Parent Holdco, free and clear of all claims or interest of any person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent Holdco agrees to indemnify and hold harmless the Collection Account are insufficient Rights Agent with respect to pay any amounts due and payable on a liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent Holdco. (e) Except to the extent any portion of any Milestone Payment Date or otherwiseis required to be treated as imputed interest pursuant to applicable Law, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement Parties agree to treat the CVRs and the Milestone Payment received with respect to the Shares pursuant to the Merger Agreement for all U.S. federal and applicable state and local income Tax purposes as additional consideration for the Shares and none of the Parties will take any position to the contrary on any U.S. federal and applicable state and local income Tax Return or for other Transaction Documents in accordance U.S. federal and applicable state and local income Tax purposes except as required by applicable Law. (f) The Parties agree, to the extent consistent with applicable law, to treat the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), payments from the Payment Date when due CVRs received with respect to the Company RSUs and unpaid hereunderCompany Options for all U.S. federal and applicable state and local income Tax purposes as compensation payments (and not to treat the CVR as a payment itself).

Payment Procedures. (ai) On each As soon as reasonably practicable following the Closing, Parent shall cause the Payment Date, Agent to mail a letter of transmittal in the Borrower shall pay, to form supplied by Parent (the Administrative Agent for distribution “Letter of Transmittal”) to each Lender for Company Stockholder, Company Warrantholder and each Non-Employee Company Option Holder at the account address set forth opposite each such Person’s name on the Closing Spreadsheet. (ii) For Company Stockholders, after receipt by the Payment Agent of a Letter of Transmittal (with respect to shares of Company Capital Stock) and any other documents (including applicable Tax forms and a duly executed Joinder Agreement) that Parent or the applicable LenderPayment Agent may reasonably require in connection therewith (the “Exchange Documents”), pro rata, duly completed and validly executed in accordance with the amounts due instructions thereto and the original certificate representing shares of Company Capital Stock (a “Company Stock Certificate”) or Affidavit of Loss therefor, Parent shall cause the Payment Agent to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account holder of such Company Stock Certificate in exchange therefor that portion of the applicable LenderMerger Consideration payable in respect thereto pursuant to Section 1.3(b)(i)-(x) (less (A) the cash amounts to be withheld and deposited in the Escrow Fund on such holder’s behalf pursuant to Section 2.3(b)(ii), pro rataand, in accordance if applicable, (B) the cash amounts to be deposited with the amounts due Stockholders’ Representative on such holder’s behalf pursuant to Section 2.3(b)(iii)), and the Company Stock Certificate so surrendered shall be cancelled. No portion of the Merger Consideration shall be paid or payable to the Lenders under this clause holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (bor Affidavit of Loss therefor) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction validly executed Exchange Documents in accordance with the terms and conditions hereof. (iii) For Company Warrantholders and Non-Employee Company Option Holders, after receipt by the Payment Agent of this Agreement the Exchange Documents and any other documents (including applicable Tax forms) that Parent or the other Transaction DocumentsPayment Agent may reasonably require in connection therewith (which for the avoidance of doubt, together with interest accrued as set forth in Section 2.07(awill not include a Joinder Agreement), from each of which shall be duly completed and validly executed in accordance with the instructions thereto, Parent shall cause the Payment Date when due Agent to pay to the applicable Company Warrantholder or Non-Employee Company Option Holder in exchange therefor that portion of the Merger Consideration payable in respect thereto pursuant to Section 1.3(c)(i) and unpaid hereunderSection 1.3(d) (as applicable). No portion of the Merger Consideration shall be paid or payable to a Company Warrantholder or Non-Employee Company Option Holder without executed Exchange Documents in accordance with the terms and conditions hereof.

Payment Procedures. (a) On each Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Date, the Borrower shall pay, Agent to the Administrative Agent for distribution mail to each Lender for the account holder of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause record (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date immediately prior to the occurrence Effective Time) of a certificate or certificates (the Commitment Termination Date the Borrower shall pay “Certificates”) which immediately prior to the Administrative Agent for distribution Effective Time represented outstanding shares of Company Common Stock who is entitled to each Lender for receive the account of the applicable Lender, pro rata, in accordance with the amounts due Per Share Price pursuant to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of Section 2.7(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Amortization Reduction AmountCertificates shall pass, only upon delivery of the Certificates to the Payment Agent), and (ii) Advances Outstanding (instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with any accrued such letter of transmittal, duly completed and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents validly executed in accordance with the instructions thereto, and such other documents as may be required by the instructions, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock evidenced by such Certificate, by (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof), without any interest thereon, and the Certificates so surrendered shall forthwith be cancelled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Per Share Price payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed, from and after the Effective Time, to evidence only the right to receive the Per Share Price (less any applicable withholding taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Agreement Article II. Promptly following the Effective Time, Parent and the other Transaction Documents, together Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i) represented by book-entry on the records of the Company or the Company’s transfer agent on behalf of the Company: (A) a letter of transmittal in customary form and (B) instructions for use in effecting the surrender of the book-entry shares in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of Article II. Upon return of a duly completed and validly executed letter of transmittal (in accordance with interest accrued as set forth in Section 2.07(athe instructions thereto), from and such other documents that may be required by the Payment Date when due instructions, the holders of such book-entry shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock held by such holder immediately prior to the Effective Time, and unpaid hereunder(y) the Per Share Price (less any applicable withholding taxes payable in respect thereof) without any interest thereon.

Payment Procedures. Within five (a5) On each Payment days following the Closing Date, Parent or the Borrower Exchange Agent shall pay, mail a letter of transmittal in the form set forth in Exhibit D (a “Letter of Transmittal”) and a Joinder to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the Administrative extent any of such documents have previously been received by Parent prior to the Closing from such Stockholder). Promptly (but in no event more than five Business Days) following delivery to the Exchange Agent for distribution of a duly completed and executed Letter of Transmittal, Joinder and any applicable tax forms that the Exchange Agent may reasonably require in connection therewith (except to each Lender for the account extent any of such documents have previously been received by Parent prior to the applicable LenderClosing from such Stockholder) (the “Exchange Documents”), pro rata, duly completed and validly executed in accordance with the amounts due to instructions thereto, and a certificate representing shares of Company Capital Stock, if any (the Lenders under this clause (a“Company Stock Certificates”), all interest accrued and unpaid as of (i) Parent shall cause the last day of the related Interest Period as determined by the Administrative Exchange Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent Stockholder for distribution to each Lender for delivering such Exchange Documents and Company Stock Certificates, if any, the account cash portion of the applicable Lender, pro rata, Merger Consideration payable in accordance with respect thereto pursuant to Section 1.6(b)(i) at Closing as set forth in the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, Spreadsheet and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding Parent shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay cause its transfer agent to issue to the Administrative Agent for distribution Stockholder the shares of Parent Common Stock issuable in respect thereto pursuant to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (dSection 1.6(b)(i) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in the Payment Spreadsheet, and the Company Stock Certificate so surrendered, if any, shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable hereunder in exchange for shares of Company Capital Stock (without interest). Subject to Section 2.07(a1.7(e), from no portion of the Payment Date when due Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (if any) and unpaid hereundervalidly executed Exchange Documents pursuant hereto.

Payment Procedures. (a) On each As soon as practicable following the Effective Time, Parent and Merger Sub shall cause the Payment Date, the Borrower shall pay, Agent to the Administrative Agent for distribution mail to each Lender for the account holder of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause record (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date immediately prior to the occurrence Effective Time) of (x) a certificate or certificates (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book-Entry Shares”), which, in each case, represented, immediately prior to the Effective Time outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form agreed to by the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Commitment Termination Date the Borrower shall pay Certificates to the Administrative Payment Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any casethe case of Book-Entry Shares, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay upon adherence to the Administrative Agent for distribution to each Lenderprocedures set forth in the letter of transmittal, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amountas applicable, and (ii) Advances Outstanding (instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates or Book-Entry Shares for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with any accrued such letter of transmittal, duly completed and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents validly executed in accordance with the terms instructions thereto, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Agreement Article III, and the other Transaction Documents, together Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with interest accrued such reasonable terms and conditions as set forth in Section 2.07(a), from the Payment Date when due Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 3.8. Until so surrendered, outstanding Certificates shall be deemed from and unpaid hereunderafter the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (a) On each Payment DateBorrower agrees and acknowledges that Borrower will, immediately upon an Event of Default or an Other RF Event of Default (i) re-register any securities (other than the Borrower shall pay, Excess Cash Flow Certificate) delivered as Collateral hereunder into Lender's name and (ii) subject to the Administrative Agent for distribution to each Lender for the account Section 5.5(d) of the applicable Pooling and Servicing Agreement, upon the request of Lender, pro rata, re-register the Excess Cash Flow Certificate in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as name of the last day of the related Interest Period as determined a Bankruptcy Remote Entity designated by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderLender. (b) On each Payment Date or prior to the occurrence Closing Date, Borrower will provide Trustee under the Pooling and Servicing Agreement with a notice providing for, among other things, all remittances on the Excess Cash Flow Certificate to be paid to Lender to the full extent of Borrower's Obligations to Lender hereunder and Borrower's Other RF Obligations to Lender under the Other Residual Financing Agreements, which notice to Trustee will be irrevocable for so long as any of the Commitment Termination Date the Borrower shall pay Obligations or Other RF Obligations remain outstanding (unless otherwise consented to the Administrative Agent for distribution to each Lender for the account in writing by Lender). All amounts received in respect of the applicable Lender, pro rata, Excess Cash Flow Certificate or other Collateral will be applied first to satisfy the Obligations and then to satisfy the Other RF Obligations. Any amounts received by Lender in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as excess of the last day of the related Non-Utilization PeriodObligations and Other RF Obligations due and owing to Lender shall be remitted by Lender to Borrower. (c) On each Payment Date following All payments to Lender hereunder or under the Commitment Termination Date orNote shall be made in immediately available funds, in and free and clear of and without deduction for any casetaxes, after levies, duties, charges, counterclaims, set-offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than the declaration, or automatic occurrence, of due date for such payment through the Final Maturity Date, the Borrower shall pay Federal Reserve Fedwire System for credit to the Administrative Agent for distribution to each Lenderaccount of Lender (Account No. 140095961 at Chase Manhattan Bank, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment PremiumABA No. ▇▇▇▇▇▇▇▇▇), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that Any payments made hereunder shall be applied first against costs and expenses due hereunder pursuant to Section 9.1; then against default interest, if any; then against interest due on the funds on deposit in Loan; and thereafter against the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, unpaid principal of the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderLoan.

Payment Procedures. (a) On each Payment Date, the Borrower shall pay, Prior to the Administrative Agent for distribution to each Lender for Effective Time, Parent shall appoint, at Parent’s expense, a payment agent (the account of the applicable Lender, pro rata, in accordance with the amounts due “Exchange Agent”) reasonably acceptable to the Lenders under this clause (a), all interest accrued and unpaid Company to act as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made payment agent hereunder. (b) On each Payment Date Immediately prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, Effective Time and in accordance with the amounts due Company’s instruction pursuant to Section 1.07, the Lenders under this clause (b) any Non-Utilization Fee that is accrued Company shall pay, and unpaid as the Company’s exchange agent shall distribute to, the holders of Company Stock entitled to receive the Special Dividend pursuant to Section 1.07 the amount of the last day of the related Non-Utilization PeriodSpecial Dividend calculated in accordance with Section 1.07. (c) On each Payment At least 15 calendar days before the Closing Date following (unless the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Dateparties mutually agree to a later date), the Borrower Exchange Agent shall pay to the Administrative Agent for distribution mail to each Lenderholder of shares of Company Stock entitled to receive the Per Share Merger Consideration pursuant to Section 1.05 (collectively, pro rata, to pay an amount equal to the lesser of “Holders”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificate(s) or Book-Entry Share(s) shall pass, only upon delivery of Certificate(s) or instructions relating to the Amortization Reduction Amount, Book-Entry Share(s) (or affidavits of loss in lieu of any Certificate(s)) to the Exchange Agent and shall be substantially in such form as shall be prescribed by the Exchange Agent) (the “Letter of Transmittal”) and (ii) Advances Outstanding (together with instructions for use in surrendering Certificate(s) in exchange for the Per Share Merger Consideration upon surrender of any accrued Certificate. Parent shall cause the Exchange Agent to provide Company a reasonable opportunity to review and unpaid Prepayment Premium)comment upon the Letter of Transmittal and other transfer documents, until Advances Outstanding (together with or any accrued amendments or supplements thereto, prior to disseminating the Letter of Transmittal and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay other transfer documents to the Administrative Holders, and Parent shall consider in good faith and shall cause the Exchange Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateconsider in good faith any comments proposed by Company. (d) After the later of the Effective Time or five (5) Business Days after surrender by the Holder to the Exchange Agent of its Certificate(s) or instructions relating to the Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, the Exchange Agent shall pay and distribute to such Holder the Per Share Merger Consideration in respect of the shares of Company Stock represented by its Certificate(s) or Book-Entry Share(s), as applicable. The parties hereby agree Exchange Agent will pay and distribute the Per Share Merger Consideration on the date on which the Effective Time occurs to any Holder from whom a properly completed Letter of Transmittal has been received at least five (5) Business Days before the Effective Time. Until so surrendered, each such Certificate or Book-Entry Share(s) shall represent after the Effective Time, for all purposes, only the right to receive, without interest, the Per Share Merger Consideration, and any dividends or distributions to which such Holder is entitled, pursuant to this Article I. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Stock that is not registered in the stock transfer records of Company, the Per Share Merger Consideration shall be delivered pursuant to Section 1.10(b) in exchange therefor to a Person other than the Person in whose name the Company Stock so surrendered is registered if the funds Certificate or Book-Entry Shares formerly representing such Company Stock shall be properly endorsed, if a Certificate, or otherwise be in proper form for transfer and the Person requesting such payment or issuance shall pay any transfer or other similar Taxes required by reason of the payment or issuance to a person other than the registered Holder or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from the Per Share Merger Consideration and any other cash amounts otherwise payable pursuant to this Agreement to any Holder of Company Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law, with respect to the making of such payment; provided that any transfer or other similar Taxes payable in connection with the Merger (other than such Taxes required to be paid by reason of the payment of the Per Share Merger Consideration to a Person other than the registered Holder of Company Stock with respect to which such payment is made) shall be borne and paid by Parent. To the extent the amounts are so withheld by the Exchange Agent or Parent, as the case may be, and paid over to the applicable Tax authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of shares of Company Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (f) After the Effective Time, there shall be no transfers on deposit the stock transfer books of Company of any shares of Company Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Stock that occurred prior to the Effective Time. If, after the Effective Time, any Company Stock is presented for transfer to the Exchange Agent, it shall be cancelled and exchanged for the Per Share Merger Consideration in accordance with Section 1.06 and the procedures set forth in this Article I. (g) Any portion of the Exchange Fund that remains unclaimed by the Holders as of the first anniversary of the Effective Time shall be provided to Parent; provided, that to the extent at any time prior to such first anniversary any portion of the Exchange Fund that remains unclaimed would have to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws, the Exchange Agent shall first notify Parent and, at Parent’s option, such portion shall instead be provided to Parent. Any former shareholders of Company who have not theretofore complied with this Article I shall thereafter look only to Parent with respect to the Per Share Merger Consideration, without any interest thereon. None of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen, mutilated or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mutilated or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen, mutilated or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement. (i) Subject to the terms of the agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”), Parent, in the Collection Account are insufficient exercise of its reasonable discretion, shall have the right to pay any amounts due and payable on a Payment Date or otherwisemake all determinations, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance not inconsistent with the terms of this Agreement Agreement, governing the validity of any Letter of Transmittal and compliance by any Holder with the other Transaction Documents, together with interest accrued as procedures and instructions set forth in Section 2.07(a), from the Payment Date when due herein and unpaid hereundertherein.

Payment Procedures. (ai) On As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent and the Company shall cause the Paying Agent to mail to each Payment Dateholder of record of Certificates whose Company Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal in customary form and accompanying instructions for use in effecting the Borrower surrender of Certificates (or effective affidavits of loss and any indemnity required by Section 3.2(g) in lieu thereof, as applicable) and claiming payment of the Merger Consideration, and shall payspecify that delivery shall be effected, and risk of loss and title to the Administrative Agent for distribution to each Lender for the account Certificates shall pass, only upon proper receipt of the applicable LenderCertificates (or affidavits of loss in lieu thereof as provided in Section 3.2(g)), pro rataand (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 3.2(g)). (ii) Upon the return of the letter of transmittal to the Paying Agent, duly completed and validly executed in accordance with the amounts due instructions thereto and accompanied by Certificates representing outstanding Company Shares (or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof), if applicable, together with such other documents as may reasonably be required by the Paying Agent, the holder of such Certificates will be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay to each such holder an amount in cash equal to the Lenders under this clause product of (ax) the number of Company Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof) that were cancelled at the Effective Time multiplied by (y) the Merger Consideration. (iii) No holder of Book-Entry Shares shall be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1(a). In lieu thereof, all upon receipt by the Paying Agent from each holder of Book-Entry Shares of any appropriate documentation or confirmations reasonably required by the Paying Agent, if any, such holder of such Book-Entry Shares will be entitled to receive in exchange therefor, and Parent shall cause the Paying Agent to pay to each such holder by wire transfer of immediately available funds, as promptly as practicable after the Effective Time, but in no event more than five (5) Business Days following, an amount in cash equal to the product of (x) the number of Book-Entry Shares held by such holder that were cancelled at the Effective Time multiplied by (y) the Merger Consideration. (iv) No interest will be paid or accrued and unpaid as on any amount payable. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the last day Company, or the Merger Consideration is to be paid in a name other than that in which the Certificates or Book-Entry Shares surrendered in exchange therefor are registered in the transfer records of the related Interest Period as determined Company, the Merger Consideration may be paid to a Person other than the Person in whose name the Certificate or the Book-Entry Shares so surrendered is registered in the transfer records of the Company if all appropriate documents reasonably required by the Administrative Paying Agent to evidence and provided effect such transfer (and any Certificate formerly representing such Company Shares) are presented to the BorrowerPaying Agent, accompanied by evidence that any applicable share transfer Taxes have been paid or are not applicable. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under Until surrendered as contemplated by this Section 2.04(a)3.2, which amounts for the avoidance of doubt, each Certificate shall be deemed at any time after the Effective Time to be an Advance made hereunderevidence only the right to receive upon such surrender the Merger Consideration in accordance with this Article III. (bv) On each Payment Date prior Notwithstanding anything to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lendercontrary in this Agreement, pro rataParent, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity DateMerger Sub, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date Surviving Corporation and the Borrower shall pay Paying Agent will be entitled to deduct and withhold from the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts consideration otherwise payable under this Agreement to any holder of Company Shares or holder of Performance Share Awards, PSU Awards, RSU Awards or Stock Appreciation Rights or any other Person entitled to any payment hereunder, such amounts as are required to be withheld or deducted under the Code or any provision of U.S. federal, U.S. state, U.S. local or non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the other Transaction Documents in accordance with the terms applicable Taxing Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or holder of Performance Share Awards, PSU Awards, RSU Awards or Stock Appreciation Rights, in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding were made.

Payment Procedures. (ai) On each Payment DatePrior to the Closing, the Borrower Company shall, or shall paycause the Paying Agent to, deliver to each Company Stockholder a letter of transmittal in the form attached hereto as Exhibit E (the “Letter of Transmittal”). (ii) No Company Stockholder shall be entitled to receive payment of his, her or its Per Share Merger Consideration or Additional Per Share Merger Consideration (if any) unless such Company Stockholder has delivered to the Administrative Company, Parent and the Paying Agent for distribution to a fully executed and completed Letter of Transmittal and otherwise satisfied the applicable conditions set forth in this Section 2.9(b)(ii) (each Lender for such Company Stockholder satisfying the account applicable conditions set forth in this Section 2.9(b)(ii) an “Eligible Company Stockholder”). Upon satisfaction of the applicable Lender, pro rata, conditions set forth in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined Section 2.9(b)(ii) by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Datean Eligible Company Stockholder, the Administrative Paying Agent may make such payments from shall, as promptly as practicable after the Interest Reserve Amount up Effective Time, pay to such shortfall amount Eligible Company Stockholder when due under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement such Eligible Company Stockholder’s Per Share Merger Consideration or Additional Per Share Merger Consideration (if any), without interest, by wire transfer of immediately available funds to an account or accounts specified in the Letter of Transmittal. (iii) If payment is to be made to a Person other than the Person in whose name the shares of the Company Capital Stock represented by a Certificate are registered, it shall be a condition of payment that (A) the Certificate surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, (B) the Letter of Transmittal delivered to the Company, Parent, and the Paying Agent shall be properly executed and otherwise in proper form and (C) the Person requesting such payment shall pay any Taxes required by reason of the payment to a Person other Transaction Documentsthan the Person in whose name the shares of Company Capital Stock are registered, together or establish to the reasonable satisfaction of Paying Agent that such Tax has been paid or is not applicable. (iv) 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 the Surviving Corporation, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with interest accrued respect to such Certificate, the Paying Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the consideration to be paid in respect of the shares of Company Capital Stock formerly represented by such Certificate, as set forth contemplated by this Section 2.9(b). (v) At the Effective Time, the stock transfer books of the Company shall be closed and thereafter there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Capital Stock that were outstanding immediately prior to the Effective Time. If, at any time after the Effective Time, Certificates are presented to the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in Section 2.07(athis Article 2. (vi) Any portion of the Payment Fund that remains undistributed to the Company Stockholders twelve (12) months after the Closing Date, and any portion of the Merger Consideration Increase (if any), any funds distributed from the Adjustment Escrow Account (if any), any funds distributed from the Indemnity Escrow Account (if any), any funds distributed from the Income Tax Escrow Account (if any), and any funds distributed from the Company Equityholder Representative Holdback Account (if any), that remains undistributed to the Company Stockholders twelve (12) months after payment thereof to the Paying Agent, will be promptly delivered to Parent by the Paying Agent along with any and all earnings thereon, and any Company Stockholder shall look only to the Surviving Corporation for satisfaction of any claims for its right to receive the consideration payable in respect of the applicable shares of Company Capital Stock in accordance with Section 2.6(c). Any portion of the Payment Date when due Fund or Merger Consideration Increase (if any) that remains undistributed immediately prior to the time at which such amounts would otherwise escheat or become property of any Governmental Authority shall, to the extent permitted by applicable Law, become the property of Parent, free and unpaid hereunderclear of all claims or interest of any Person previously entitled thereto. None of the Paying Agent, Parent or the Surviving Corporation will be liable to any Company Stockholder for any part of the Merger Consideration delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. (vii) Paying Agent shall make all applicable withholding Taxes on amounts payable pursuant to this Section 2.9 and timely remit such Taxes to the applicable Governmental Authority.

Payment Procedures. (a) On each Payment DateBorrower agrees and acknowledges that Borrower will, immediately upon an Event of Default or an Other RF Event of Default (i) re-register any securities (other than the Borrower shall pay, Excess Cash Flow Certificate) delivered as Collateral hereunder into Lender's name and (ii) subject to the Administrative Agent for distribution to each Lender for the account Section 5.5(d) of the applicable Pooling and Servicing Agreement, upon the request of Lender, pro rata, re-register the Excess Cash Flow Certificate in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as name of the last day of the related Interest Period as determined a Bankruptcy Remote Entity designated by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderLender. (b) On each Payment Date or prior to the occurrence Closing Date, Borrower will provide Trustee under the Pooling and Servicing Agreement with a notice providing for, among other things, all remittances on the Excess Cash Flow Certificate to be paid to Lender to the full extent of Borrower's Obligations to Lender hereunder and Borrower's Other RF obligations to Lender under the Other Residual Financing Agreements, which notice to Trustee will be irrevocable for so long as any of the Commitment Termination Date the Borrower shall pay obligations or Other RF Obligations remain outstanding (unless otherwise consented to the Administrative Agent for distribution to each Lender for the account in writing by Lender). All amounts received in respect of the applicable Lender, pro rata, Excess Cash Flow Certificate or other Collateral will be applied first to satisfy the Obligations and then to satisfy the Other RF Obligations. Any amounts received by Lender in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as excess of the last day of the related Non-Utilization Periodobligations and Other RF Obligations due and owing to Lender shall be remitted by Lender to Borrower. (c) On each Payment Date following All payments to Lender hereunder or under the Commitment Termination Date orNote shall be made in immediately available funds, in and free and clear of and without deduction for any casetaxes, after levies, duties, charges, counterclaims, set-offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than the declaration, or automatic occurrence, of due date for such payment through the Final Maturity Date, the Borrower shall pay Federal Reserve Fedwire System for credit to the Administrative Agent for distribution to each Lenderaccount of Lender (Account No. 140095961 at Chase Manhattan Bank, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment PremiumABA No. ▇▇▇▇▇▇▇▇▇), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that Any payments made hereunder shall be applied first against costs and expenses due hereunder pursuant to Section 9.1; then against default interest, if any; then against interest due on the funds on deposit in Loan; and thereafter against the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, unpaid principal of the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderLoan.

Payment Procedures. (ai) On As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), Parent or the Surviving Corporation shall cause the Paying Agent to mail to each Payment DatePerson that was, immediately prior to the Effective Time, a holder of record of Company Shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (A) a letter of transmittal, which shall be in a customary form reasonably acceptable to the Company and Parent prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company Shares and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration, the Borrower forms of which Letter of Transmittal and instructions shall paybe subject to the reasonable approval of the Company prior to the Effective Time. Upon surrender of a Certificate (or affidavit of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed in writing by ▇▇▇▇▇▇ Sub, and upon delivery of a Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of the Company Shares represented by such Certificates as of immediately prior to the Effective Time shall be entitled to receive the Merger Consideration for each such Company Share formerly represented by such Certificates (subject to any required Tax withholdings as provided in Section 2.8(e)), and any Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any Transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder in whose name the Certificate so surrendered is registered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL, or any Canceled Company Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, no holder of non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) shall be required to deliver a Certificate or, in the case of holders of Book-Entry Shares held through The Depository Trust Company immediately prior to the Effective Time, an executed Letter of Transmittal to the Paying Agent, to receive the Administrative Agent for distribution Merger Consideration that such holder is entitled to receive pursuant to the terms hereof. In lieu thereof, each Lender for holder of record of one (1) or more Book-Entry Shares held through The Depository Trust Company immediately prior to the account of Effective Time whose Company Shares were converted into the applicable Lender, pro rataright to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the amounts due Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Lenders under this clause (a)Paying Agent to pay and deliver to The Depository Trust Company or its nominee, all interest accrued and unpaid as for the benefit of the last day holder of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date Book-Entry Shares held through it immediately prior to the occurrence Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 2.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Commitment Termination Date the Borrower shall pay Company prior to the Administrative Agent for distribution to each Lender for the account Effective Time. Upon delivery of the applicable Lendersuch Letter of Transmittal, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement such Letter of Transmittal, duly executed and in proper form, the other Transaction Documentsholder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, together with interest accrued for each such Book-Entry Share (subject to any required Tax withholdings as set forth provided in Section 2.07(a2.8(e)), from and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment of the Payment Date when Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered immediately prior to the Effective Time. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in accordance with and unpaid hereunderto the extent provided by Section 262 of the DGCL, or Canceled Company Shares.

Payment Procedures. (a) On each Payment Date, the Borrower shall pay, to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) Following the Amortization Reduction AmountAcceptance Time, Parent and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding Merger Sub shall be immediately due and payable on cause the Final Maturity Date and the Borrower shall pay to the Administrative Paying Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and Company Stockholders that are entitled to receive the other Transaction Documents Offer Price pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) and in compliance with the terms of this Agreement Agreement. (ii) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the other Transaction DocumentsSurviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates who was entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i), (A) a form of letter of transmittal in reasonable and customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent), and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender to Paying Agent of the Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with interest accrued such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as set forth may be required pursuant to such instructions, the holder of such Certificates shall be entitled to receive from the Paying Agent in exchange therefor the Merger Consideration payable for each Company Share formerly evidenced by such Certificate pursuant to Section 2.07(a3.7(a)(i) (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (iii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), each holder of record of one (1) or more Uncertificated Shares who was entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i), shall be entitled to receive from the Payment Date when due Paying Agent the Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and unpaid hereunderupon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the second (2nd) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to the Depository Trust Company (“DTC”) or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration payable for each such Uncertificated Share pursuant to Section 3.7(a)(i). (iv) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. As Work proceeds under the Agreement, payments (“Progress Payments”) shall be made by the Owner to the ▇▇▇▇ in accordance with the following procedure: (a) On each Payment Dateor about the 25th day of the month, the Borrower ▇▇▇▇ shall payreview with the Program Manager and Engineer a pencil draw of the proposed Application for Payment for costs incurred during the month. By the 1st day of each calendar month during the performance of the Work, the ▇▇▇▇ shall submit to the Administrative Agent Owner an Application and Certificate for distribution to each Lender Payment, based on the Work completed during the previous month (“previous month” being defined for this Section only as the account second calendar day of the applicable Lenderprior month through the first calendar day of the current month), pro ratausing a form approved by the Owner. A sample Application and Certificate for Payment is attached hereto as Exhibit I and incorporated herein by reference. ▇▇▇▇ shall not be paid any amounts exceeding the Guaranteed Max Price set forth in Section 6.1 of this Contract, unless modified by a properly executed written Contract Amendment in accordance with the provisions of Article 11 of this Contract “The undersigned Contractor certifies that the Work covered by this Application for Payment has been performed or completed in accordance with the Contract Documents, that the ▇▇▇▇ has paid or will pay subcontractors amounts due to in accordance with the Lenders under this clause (a), all interest accrued subcontract terms and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent conditions for Work for which previous Applications for Payment were issued and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments received from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderOwner and that the current payment shown herein is now due.” (b) On each Each Application for Payment Date prior to shall be based on the occurrence most recent schedule of values submitted by the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, ▇▇▇▇ in accordance with the amounts due to Contract Documents. The schedule of values shall allocate the Lenders under this clause entire GMP among: (b1) any Non-Utilization Fee that is accrued and unpaid as the various portions of the last day of Work, including general conditions; and (2) the related Non-Utilization Period▇▇▇▇’▇ Fee. (c) On With each Payment Date following Application for Payment, the Commitment Termination Date or▇▇▇▇ shall submit payrolls, ▇▇▇▇▇ cash accounts, receipted invoices or invoices with check vouchers attached, and any other evidence reasonably required in any case, after advance by the declaration, Owner or automatic occurrence, Engineer to demonstrate that payments already made or to be made by the ▇▇▇▇ on account of the Final Maturity DateCost of the Work equal or exceed progress payments already received by the ▇▇▇▇, plus payrolls for the Borrower shall pay period covered by the present Application for Payment, less that portion of the progress payments attributable to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date▇▇▇▇’▇ Fee. (d) The parties hereby agree that if Each Application and Certificate for Payment shall be accompanied by (1) lien waivers of the funds on deposit ▇▇▇▇ conditioned upon payment by the Owner of the amount sought in the Collection Account are insufficient to pay any amounts Application; (2) other documentation as may be requested by the Owner for the proper review of the Application and Certificate for Payment; (3) a list of current subcontractors, sub-subcontractors and material suppliers; (4) the Business Diversity Monthly Compliance Reports; and (5) all documents required by the Owner Controlled Insurance Program (“OCIP”) Manual, as applicable. The Owner or Engineer shall promptly review each Application and Certificate for Payment and recommend for approval such amount as is properly due and payable on a Payment Date or otherwise, under the Borrower Contract Documents. (e) Payments by the Owner shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), be made within thirty (30) days from the date on which an Application and Certificate for Payment Date when due has been submitted and unpaid hereunderapproved by the Owner. (f) When at least 95% of the work has been completed, no further Progress Payments will be made until Final Payment. See Section 6.12

Payment Procedures. (ai) On each Payment As soon as reasonably practicable after the Effective Time, and in any event not later than the third Business Day following the Closing Date, Parent and the Borrower Surviving Corporation shall paycause to be mailed to each holder of record, as of the Effective Time, of a certificate or certificates that immediately prior to the Administrative Agent Effective Time represented outstanding Common Shares (the “Certificates”) or non-certificated outstanding Common Shares represented by book-entry (“Book-Entry Shares”), (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent) and (B) instructions for distribution to each Lender use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the account Merger Consideration. The form of the applicable Lenderletter of transmittal and instructions shall be reasonably agreed upon by Parent and the Company. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, pro rata, together with a letter of transmittal duly completed and validly executed in accordance with the amounts due to the Lenders under this clause (a)instructions thereto, all interest accrued and unpaid such other documents as of the last day of the related Interest Period as determined may customarily be required by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment DatePaying Agent, the Administrative holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent may make such payments from the Interest Reserve Amount up shall promptly distribute to such shortfall amount under this Section 2.04(a)holder, which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, a check in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser product of (ix) the Amortization Reduction Amount, number of Common Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (iiy) Advances Outstanding the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (together with or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, a check for any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are cash to be paid in full. All Advances Outstanding shall upon due surrender of the Certificate may be immediately due and payable on paid to such a transferee if the Final Maturity Date and the Borrower shall pay Certificate formerly representing such Common Shares is presented to the Administrative Agent for distribution Paying Agent, accompanied by all documents required to each Lender, pro rata, all Advances Outstanding on the Final Maturity Dateevidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. (diii) The parties hereby agree that if the funds on deposit Notwithstanding any other provision in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwisethis Agreement, Parent, Merger Sub, the Borrower Surviving Corporation and the Paying Agent shall nevertheless remain responsible for, be entitled to deduct and shall pay when due, all amounts withhold from the consideration otherwise payable under this Agreement and (whether pursuant to the other Transaction Documents Offer, the Merger or otherwise) to any holder of Shares such amounts as are required to be withheld or deducted under the Code or any provision of any applicable Law relating to Taxes with respect to the making of such payment. To the extent that any amounts are so withheld or deducted, such withheld or deducted amounts shall be paid over to the applicable Governmental Entity in accordance with the terms applicable Law and treated for all purposes of this Agreement as having been paid to the holder of the Shares in respect of which such deduction and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderwithholding was made.

Payment Procedures. (ai) On each As soon as reasonably practicable following the Closing, Parent or the Payment Date, Agent shall mail or email a letter of transmittal in a form to be mutually agreed between the Borrower shall pay, to parties (the Administrative Agent for distribution “Letter of Transmittal”) to each Lender Stockholder at the address set forth opposite each such Person’s name on the Payment Spreadsheet. (ii) After receipt by the Payment Agent of a letter of transmittal, a Founder Consideration Holdback Agreement (solely for the account Founders) and any other documents (including IRS Form W-9 or appropriate IRS Form W-8, as applicable, solicited as part of the applicable LenderLetter of Transmittal) that Parent or the Payment Agent may reasonably require in connection therewith (the “Exchange Documents”), pro rata, duly completed and validly executed in accordance with the amounts due to instructions thereto and the Lenders under this clause original certificate representing shares of Company Capital Stock (aa “Company Stock Certificate”), all interest accrued and unpaid as of Parent shall cause the last day of the related Interest Period as determined by the Administrative Payment Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative holder of such Company Stock Certificate in exchange therefor the Merger Consideration payable in respect thereto pursuant to Section 1.3(b)(i) (less the cash and stock amounts to be retained by Escrow Agent for distribution as Escrow Amount and the cash amount to each Lender for be deposited in the account Representative Expense Fund on such holder’s behalf pursuant to Section 2.3(b)(ii) and 2.3(b)(iii), respectively, and subject in the case of the applicable LenderFounders to their Founder Consideration Holdback Agreements), pro rata, in accordance with and the amounts due Company Stock Certificate so surrendered shall be cancelled. No portion of the Merger Consideration shall be paid or payable to the Lenders under this clause (b) holder of any Non-Utilization Fee that is accrued Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction validly executed Exchange Documents in accordance with the terms and conditions hereof. (iii) Within one full payroll period following the Effective Time (or, in the case of this Agreement and any distribution made pursuant to Section 1.3(c) after the other Transaction DocumentsEffective Time, together with interest accrued as set forth in within one full payroll period following the date of such distribution) subject to Section 2.07(a2.4, Parent shall cause the Surviving Company to pay: (x) to each holder of Non-Employee Options, the applicable amount required to be paid pursuant to Section 1.3(c), from with respect to such holder’s Non-Employee Options, through the Payment Date when due Surviving Company’s accounts payable, and unpaid hereunder(y) to each holder of Employee Options, the applicable amount required to be paid pursuant to Section 1.3(c), with respect to such holder’s Employee Options, pursuant to the Surviving Company’s standard payroll procedures; provided, however, that payments of the Representative Expense Amount in respect of Employee Options shall be made directly by the Surviving Company (and not through its payroll).

Payment Procedures. (ai) On Subject to this Section 2.14(b), (1) each Payment Dateof the Milestone Payments shall become payable upon the occurrence of the associated Milestone Event, irrespective of the order in which the Milestone Events are achieved relative to each other and (2) if multiple Milestone Events are achieved simultaneously, Buyer may aggregate the related Milestone Payments into a single Milestone Payment. (ii) As promptly as practicable, and in any event no later than three (3) Business Days, after it receives any Milestone Notice, the Borrower Shareholders’ Representative shall pay, deliver to Buyer and the Paying Agent an updated Schedule I together with a written notice (an “Allocation Notice”) that sets forth its calculations of the aggregate amount of cash to be paid to the Administrative Sellers with respect to the relevant Milestone Payment (the “Milestone Payment Cash”). (iii) Following its receipt of an updated Schedule I and an Allocation Notice, and subject to the timely delivery of such updated Schedule I and Allocation Notice in accordance with Section 2.14(b)(ii) within the applicable time period for the payment of the relevant Milestone Payment specified in Section 2.14(a), Buyer shall pay or cause to be paid, by wire transfer of immediately available funds, the Milestone Payment Cash to the Paying Agent for distribution the benefit of the Sellers and, solely with respect to the IBD Field Milestone Event, if the Buyer has elected to make a portion of such Milestone Payment in Buyer Common Stock, the Buyer shall issue to each Lender for Seller its portion of such Buyer Common Stock as set forth on Schedule I. (iv) As promptly as practicable following the account payments and deliveries described in Section 2.14(b)(iii), the Shareholders’ Representative shall instruct the Paying Agent to pay to each Seller such Seller’s portion of the applicable Lender, pro rata, Milestone Payment (in accordance with the Schedule I by wire transfer of immediately available funds (or by check, as reasonably directed by such Seller). The right of any Seller to receive his, her or its applicable portion of a Milestone Payment pursuant to this Section 2.14(b) (A) shall not be evidenced by any form of certificate or instrument; (B) does not give such Seller dividend rights, voting rights, liquidation rights, preemptive rights or other equity or ownership rights of holders of Capital Stock of the Surviving Company following the Closing; (C) shall not accrue interest on any portion thereof; (D) does not represent any right other than the right to receive the consideration set forth in this Section 2.14 in accordance with Section 2.7 or Section 2.8, as applicable; and (E) shall not be assignable or transferable without Buyer’s written consent (not to be unreasonably withheld, delayed or conditioned) except by will, the applicable Laws of intestacy or other operation of applicable Law, and except as part of a distribution by such Seller to its stockholders, partners, members or other equityholders. (v) For purposes of calculating any Milestone Payment payable to Sellers, the amount of the applicable Milestone Payment shall be reduced by any amounts payable or due to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided Shareholders’ Representative or to the Borrower. If Paying Agent that are payable in connection with such Milestone Payment (calculated without duplication of any such expenses previously paid or deducted in determining the Borrower is unable on Up-Front Payment or any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(aprior Milestone Payment), which amounts shall be deemed to be an Advance made hereunder. (bvi) On each Payment Date prior All amounts payable pursuant to this Section 2.14 shall, to the occurrence of extent permitted by Law, shall be treated by the Commitment Termination Date the Borrower shall pay Parties for Tax purposes as adjustments to the Administrative Merger Consideration and Option Consideration. (vii) The Parties agree that any Milestone Payments payable with respect to Company Stock Options will be treated and reported for all Tax purposes as being subject to a substantial risk of forfeiture within the meaning of Treasury Regulations Section 1.409A-1(b)(4) until such amounts become due payable under this Agreement, and shall be paid to holders of Company Stock Options entitled to such payments within the short-term deferral period within the meaning of Treasury Regulations Section 1.409A-1(b)(4). (viii) Any Milestone Payments that are not timely paid to the Paying Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding Section 2.14 shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, paid together with interest accrued as set forth in Section 2.07(athereon at the rate of eight (8) percent per annum (but with interest accruing on a daily basis), from the date on which such Milestone Payment Date when was originally due and unpaid hereunderuntil the date of payment.

Payment Procedures. (a) On each Payment DateExcept as otherwise provided herein, the Borrower shall pay, Tenant Improvement Allowance will be paid directly by Landlord to the Administrative Agent for distribution to each Lender for the account Tenant (less a 10% retention fee as provided below) within seven (7) days after Landlord's receipt of the applicable Lender, pro rata, (1) an Unconditional Waiver and Release Upon Final Payment in accordance with California Civil Code Section 3262, executed by each and every contractor, subcontractor and materialman, including but not limited to each entity or person who has served a Preliminary 20-day Notice in connection with Tenant's Work, and (2) releases for any and all mechanic's liens filed in connection with Tenant's Work. Landlord shall withhold 10% of each payment request (the amounts due aggregate amount of such retention fees shall be defined herein as the "Final Retention Payment") submitted by Tenant in connection with the Tenant's Work until all Close-Out Documentation is received pursuant to Section 4 of this Work Letter. Following Landlord's receipt of all Close-Out Documentation, Landlord shall deliver a check to Tenant equal to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity DateRetention Payment. To the extent the total cost of Tenant's Work exceeds the Tenant Improvement Allowance, Tenant shall be responsible for all costs over and above the Borrower Tenant Improvement Allowance needed to complete Tenant's Work in full compliance with the Approved Plans, this Work Letter, and the conditions of all permits, licenses, and approvals applicable to Tenant's Work. Notwithstanding anything to the contrary herein, if Landlord shall act as agent for Tenant in preparing the Tenant's Work, Landlord shall pay the Tenant Improvement Allowance to the Administrative Agent for distribution to each Lenderapplicable contractor in draw requests, pro rata, to pay an amount equal subject to the lesser of (i) need for the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are documentation described above. Once that Tenant Improvement Allowance has been paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower its entirety, Tenant shall pay the remaining cost of the Tenant's Work to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Datesuch contractor. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Within two (a2) On each Business Days following its receipt of a CPR Payment DateAmount from the Escrow Agent, the Borrower Rights Agent shall pay, deliver to each Holder its CPR Pro Rata Share of such CPR Payment Amount based on the number of CPRs held by such Holder at the close of business as reflected on the CPR Register on the applicable CPR Payment Date (x) by check mailed to the Administrative Agent for distribution to address of each Lender for Holder (or any successor or permitted transferee or assignee thereof) as reflected in the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (a), all interest accrued and unpaid CPR Register as of the last close of business on the day of the related Interest Period as determined by the Administrative Agent and provided that is two (2) Business Days prior to the Borrower. If date that the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Rights Agent may make such payments from the Interest Reserve Amount up to such shortfall amount performs its obligations under this Section 2.04(a)2.4, which or, (y) with respect to any Holder that is due payment pursuant to this Agreement in excess of $1,000,000 whose bank information has been provided in writing to the Rights Agent with wire transfer instructions on or prior to the date referred to in immediately preceding clause (x) above, by wire transfer of immediately available funds to such account. Subsequent payments will require new wire instructions be provided within each such payment notice received by the Escrow Agent. The Rights Agent shall deduct and withhold, or cause to be deducted or withheld, from each CPR Payment Amount otherwise payable pursuant to this Agreement, the amounts, if any, that Parent is required to deduct and withhold with respect to the making of such payment under the Code; provided that in determining the required amount to be withheld, the Rights Agent will give effect to any properly presented form (e.g., Form W-8 or W-9 as applicable) eliminating or reducing the amount required to be withheld. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Authority, such withheld amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date prior treated for all purposes of this Agreement as having been paid to the occurrence Holder in respect of which such deduction and withholding was made. To the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the extent permitted by applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Datelaw, the Borrower shall pay parties agree to treat the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable payments made under this Agreement and as adjustments to the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderPurchase Price.

Payment Procedures. (a) On each Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Date, the Borrower shall pay, Agent to the Administrative Agent for distribution mail to each Lender for the account holder of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause record (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunder. (b) On each Payment Date immediately prior to the occurrence Effective Time) of a certificate or certificates (the Commitment Termination Date the Borrower shall pay “Certificates”) which immediately prior to the Administrative Agent for distribution Effective Time represented outstanding shares of Company Common Stock who is entitled to each Lender for receive the account of the applicable Lender, pro rata, in accordance with the amounts due Per Share Price pursuant to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of Section 2.7(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Amortization Reduction AmountCertificates shall pass, only upon delivery of the Certificates to the Payment Agent), and (ii) Advances Outstanding (instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with any accrued such letter of transmittal, duly completed and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents validly executed in accordance with the instructions thereto, and such other documents as may be required by the instructions, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock evidenced by such Certificate, by (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof), without any interest thereon, and the Certificates so surrendered shall forthwith be cancelled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Per Share Price payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed, from and after the Effective Time, to evidence only the right to receive the Per Share Price (less any applicable withholding taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Agreement Article II. Promptly following the Effective Time, Parent and the other Transaction Documents, together Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i) represented by book-entry on the records of the Company or the Company’s transfer agent on behalf of the Company: (A) a letter of transmittal in customary form and (B) instructions for use in effecting the surrender of the book-entry shares in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of Article II. Upon return of a duly completed and validly executed letter of transmittal (in accordance with interest accrued as set forth in Section 2.07(athe instructions thereto), from and such other documents that may 15 Table of Contents be required by the Payment Date when due instructions, the holders of such book-entry shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock held by such holder immediately prior to the Effective Time, and unpaid hereunder(y) the Per Share Price (less any applicable withholding taxes payable in respect thereof) without any interest thereon.

Payment Procedures. (a) On each If the EMEA CPR Payment DateEvent shall occur, then within 30 days following the Borrower occurrence of the EMEA CPR Payment Event Parent shall pay, deliver to the Administrative Rights Agent for distribution to each Lender for (i) a certificate (the account “EMEA CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the EMEA CPR Payment Event and that the Holders are entitled to receive the applicable Lender, pro rata, EMEA CPR Payment Amount set forth in accordance with such certificate and (ii) the amounts due aggregate amount of the EMEA CPR Payment payable to the Lenders under this clause (a), all interest accrued and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts shall be deemed to be an Advance made hereunderHolders. (b) On each If the FDA CPR Payment Date prior to Event shall occur, then within 30 days following the occurrence of the Commitment Termination Date the Borrower FDA CPR Payment Event Parent shall pay deliver to the Administrative Rights Agent for distribution to each Lender for (i) a certificate (the account “FDA CPR Payment Compliance Certificate”) certifying the date of the applicable Lender, pro rata, in accordance with satisfaction of the amounts due FDA CPR Payment Event and that the Holders are entitled to receive the FDA CPR Payment Amount and (ii) the aggregate amount of the FDA CPR Payment payable to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodHolders. (c) On each If the Single Dose CPR Payment Date Event shall occur, then within 30 days following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, occurrence of the Final Maturity Date, the Borrower Single Dose CPR Payment Event Parent shall pay deliver to the Administrative Rights Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) a certificate (the Amortization Reduction Amount, “Single Dose CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Single Dose CPR Payment Event and that the Holders are entitled to receive the Single Dose CPR Payment Amount and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in fullthe aggregate amount of the Single Dose CPR Payment payable to the Holders. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date Parent and the Borrower shall pay to Rights Agent agree that the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date.FDA CPR Payment (d) The parties hereby agree If the Net Sales CPR Payment Event shall occur, then within 30 days following the occurrence of the Net Sales CPR Payment Event Parent shall deliver to the Rights Agent (i) a certificate (the “Net Sales CPR Payment Compliance Certificate”) certifying the date of the satisfaction of the Net Sales CPR Payment Event and that if the funds on deposit in Holders are entitled to receive the Collection Account are insufficient Net Sales CPR Payment Amount and (ii) the aggregate amount of the Net Sales CPR Payment payable to pay any amounts the Holders. For the avoidance of doubt, the Net Sales CPR Payment Amount shall be due and payable by Parent on no more than one occasion. (e) If the EMEA CPR Payment Event has not occurred on or before December 31, 2013, then on or before January 31, 2014 Parent shall deliver to the Rights Agent a certificate (the “EMEA CPR Payment Non-Compliance Certificate”) certifying that the EMEA CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the EMEA CPR Payment Amount. (f) If the FDA CPR Payment Event has not occurred on or before the Outside Payment Date, then on or before the date that is 30 days after the Outside Payment Date Parent shall deliver to the Rights Agent a certificate (the “FDA CPR Payment Non-Compliance Certificate”) certifying that the FDA CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the FDA CPR Payment Amount. (g) If the Single Dose CPR Payment Event has not occurred on or otherwisebefore the Outside Payment Date, then on or before the date that is 30 days after the Outside Payment Date Parent shall deliver to the Rights Agent a certificate (the “Single Dose CPR Payment Non-Compliance Certificate”) certifying that the Single Dose CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Single Dose CPR Payment Amount. (h) If the Net Sales CPR Payment Event has not occurred on or before December 31, 2021, then on or before March 1, 2022 Parent shall deliver to the Rights Agent a certificate (the “Net Sales CPR Payment Non-Compliance Certificate”) certifying that the Net Sales CPR Payment Event has not occurred, and as a result the Holders are not entitled to receive the Net Sales CPR Payment Amount. (i) The Rights Agent shall, within ten Business Days of receipt, send each Holder at its registered address a copy of each certificate delivered by Parent pursuant to this Section 2.4. If in any such certificate Parent certifies that a CPR Payment Amount is payable to the Holders, then at the time the Rights Agent sends a copy of such certificate to the Holders, the Borrower Right Agent shall nevertheless remain responsible foralso pay the applicable CPR Payment Amount to each of the Holders (the amount to which each Holder is entitled to receive will be based on the applicable CPR Payment Amount multiplied by the number of CPRs held by such Holder as reflected on the CPR Register) by check mailed to the address of each Holder as reflected in the CPR Register as of the close of business on the last Business Day prior to such CPR Payment Date. (j) Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each CPR Payment Amount otherwise payable pursuant to this Agreement, such amounts (l) Any portion of any CPR Payment Amount that remains undistributed to the Holders for six months after any CPR Payment Date shall be delivered by the Rights Agent to Parent, upon demand, and any Holder shall pay when duethereafter look only to Parent for payment of such CPR Payment Amount, all amounts payable but shall have no greater rights against Parent than may be accorded to general unsecured creditors of Parent under this Agreement and applicable law. (m) Neither Parent nor the other Transaction Documents Rights Agent shall be liable to any person in accordance with respect of any CPR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any CPR Payment Amount has not been paid prior to two years after the terms applicable CPR Payment Date (or immediately prior to such earlier date on which the CPR Payment Amount would otherwise escheat to or become the property of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(aany Governmental Entity), from any such CPR Payment Amount shall, to the Payment Date when due extent permitted by applicable law, become the property of Parent, free and unpaid hereunderclear of all claims or interest of any person previously entitled thereto.

Payment Procedures. (ai) On each Payment As soon as reasonably practicable after the Effective Time, but in no event more than five (5) Business Days after the Closing Date, Parent shall, and shall cause the Borrower shall paySurviving Corporation to, cause the Paying Agent to deliver to each record holder, as of immediately prior to the Administrative Effective Time, (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) or (B) Shares represented by book-entry (“Book- Entry Shares”), a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for distribution use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration. (ii) Upon surrender to each Lender the Paying Agent of a Certificate or Book-Entry Shares, delivery of a duly completed and validly executed Letter of Transmittal, and such other customary documents as may be reasonably required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration payable in respect of the number of shares formerly evidenced by such Certificate or such Book-Entry Share. No interest shall be paid or accrued for the account benefit of holders of the applicable LenderCertificates or Book-Entry Shares on the Merger Consideration or on any unpaid dividends and other distributions payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such Shares, pro rata, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in accordance with proper form for transfer and that the amounts due Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the Lenders under satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this clause (aSection 3.3(b)(ii), all interest accrued each Certificate and unpaid as of the last day of the related Interest Period as determined by the Administrative Agent and provided to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a), which amounts each Book-Entry Share shall be deemed at any time after the Effective Time to be an Advance made hereunder. represent only the right to receive upon such surrender the Merger Consideration payable in respect of such Shares, subject to the Surviving Corporation’s obligation (bsubject to Section 6.1) On each Payment Date to pay any dividends or other distributions with a record date prior to the occurrence of Effective Time which may have been authorized by the Commitment Termination Date Company and which remain unpaid at the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization PeriodEffective Time. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunder.

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (a) On each Payment Date, the Borrower shall pay, as of immediately prior to the Administrative Agent Effective Time) of a certificate or certificates representing Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (the “Certificates”) or non-certificated Company Shares other than Canceled Company Shares and Dissenting Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form as agreed to between the Company and Parent prior to the consummation of the Offer (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for distribution to each Lender use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the account Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the applicable LenderPayment Agent or to such other agent or agents as may be appointed by Parent, pro ratatogether with such letter of transmittal, duly completed and validly executed in accordance with the amounts due instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the Lenders under provisions of this clause (a)Article II, all and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued and unpaid as for the benefit of holders of the last day Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of the related Interest Period as determined by the Administrative Agent and provided such Certificates or transfer of Book-Entry Shares pursuant to the Borrower. If the Borrower is unable on any Payment Date to pay all interest amounts in full due and payable on such Payment Date, the Administrative Agent may make such payments from the Interest Reserve Amount up to such shortfall amount under this Section 2.04(a)2.7. Until so surrendered or transferred, which amounts outstanding Certificates or Book-Entry Shares (other than Canceled Company Shares and Dissenting Company Shares) shall be deemed from and after the Effective Time, to be an Advance made hereunder. (b) On each Payment Date prior evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the occurrence of the Commitment Termination Date the Borrower shall pay to the Administrative Agent for distribution to each Lender for the account of the applicable Lender, pro rata, in accordance with the amounts due to the Lenders under this clause (b) any Non-Utilization Fee that is accrued and unpaid as of the last day of the related Non-Utilization Period. (c) On each Payment Date following the Commitment Termination Date or, in any case, after the declaration, or automatic occurrence, of the Final Maturity Date, the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, to pay an amount equal to the lesser of (i) the Amortization Reduction Amount, and (ii) Advances Outstanding (together with any accrued and unpaid Prepayment Premium), until Advances Outstanding (together with any accrued and unpaid Prepayment Premium) are paid in full. All Advances Outstanding shall be immediately due and payable on the Final Maturity Date and the Borrower shall pay to the Administrative Agent for distribution to each Lender, pro rata, all Advances Outstanding on the Final Maturity Date. (d) The parties hereby agree that if the funds on deposit in the Collection Account are insufficient to pay any amounts due and payable on a Payment Date or otherwise, the Borrower shall nevertheless remain responsible for, and shall pay when due, all amounts payable under this Agreement and the other Transaction Documents in accordance with the terms provisions of this Agreement and the other Transaction Documents, together with interest accrued as set forth in Section 2.07(a), from the Payment Date when due and unpaid hereunderArticle II.