Common use of Payment Procedures Clause in Contracts

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving 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 (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares Time, and in any event within five (the “Certificates”)5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, as applicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of Company Share Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7 2.7(a), by (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non. Each Non-certificated Company Shares represented in bookEmployee Option Holder and Non-entry form (the “Uncertificated Shares”), Parent shall cause Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to pay and deliver receive in exchange for such Company Award the Cash Amount consideration payable therefor (less any applicable withholding Tax in respect thereof pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (x) 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 aggregate number of Company Shares held of record represented by DTC or its nominees in accordance with DTCsuch holder’s customary surrender procedures, transferred Uncertificated Shares that were converted into the Cash Amount payable for each such Uncertificated Share right to receive the Merger Consideration pursuant to Section 3.7. 2.7(a), by (iiiy) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying 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 and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8Shares. 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 deemedshall, 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 IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (iand in any event, within 10 Business Days) With respect to any certificate which immediately prior to following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “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 reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (Bii) 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying 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 (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), 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 for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon to the surrender 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 Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Certificates Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant to this Section 3.8effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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, 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), Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly following the Pre-Closing Dividend Date, and no later than the third (i3rd) With Business Day following the Pre-Closing Dividend Date, the Company or the Surviving Corporation, as the case may be, shall cause the Payment Agent to make payment to each holder of Company Shares that is entitled to receive the Pre-Closing Dividend: (A) for each Cash Electing Share, an amount of cash and a number of shares of Class A Stock, if any, in each case as set forth in Section 2.03(d)(1) (less any applicable withholding Taxes payable in respect thereof) and (B) for each Stock Electing Share, an amount of cash, if any, and a number of shares of Class A Stock, in each case as set forth in Section 2.03(d)(2) (less any applicable withholding Taxes payable in respect thereof); provided, in each case, that with respect to any certificate which immediately prior holder of Parent Common Units Election Shares, the Payment Agent shall, in lieu of Class A Stock to be paid pursuant to this sentence with respect to such Company Shares, substitute an equal amount of Parent Common Units in accordance with the Parent Common Units Exchange set forth in Section 2.03(f). For the avoidance of doubt, each holder of Company Shares that receives shares of Class A Stock in the Pre-Closing Dividend (and does not exchange such shares of Class A Stock in the Parent Common Unit Exchange) shall be entitled to dividends declared on or after the Merger Effective Time represented outstanding Company Shares with respect to such shares of Class A Stock. Promptly following the Merger Effective Time, and no later than the fifth (5th) Business Day following the “Certificates”)Merger Effective Time, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Merger Effective Time) of such Certificates (i) a certificate or certificates (the “Certificates”) which immediately prior to the Merger Effective Time represented outstanding Company Shares and (ii) uncertificated Company Shares (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.07, (A) a letter of transmittal in customary form reasonably satisfactory (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 shall be in such form and have such other provisions as the Company and Parent, may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of Company Share Shares represented by such Certificate Certificates that were converted into the right to receive the Merger Consideration pursuant to Section 3.7 2.07, by (y) the Per Share Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the such Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by . Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each case Company Share represented by such holder’s transferred Uncertificated Shares that were converted into the right to the extent applicable or required, any notice with respect to the effectiveness of receive 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 Cash Amount payable for each such Uncertificated Share Consideration pursuant to Section 3.7. 2.07 (iii) less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. For the avoidance of doubt, in no event shall any holder of Uncertificated Shares be required to deliver a Certificate or executed letter of transmittal to the Payment Agent in order to receive the Merger Consideration. 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 3.82.09. 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, deemed from and after the Merger Effective Time, to evidence only the right to receive the Merger ConsiderationConsideration (less any applicable withholding Taxes payable in respect thereof), 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 IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares Time, and in any event not more than five (the “Certificates”)5) Business Days thereafter, Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which will specify that delivery will be effected, and Parentrisk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive, and such other documents as may be required pursuant the Payment Agent shall promptly pay, in exchange therefor, an amount in cash equal to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive, and the Payment Agent shall promptly pay, in each case exchange therefor, an amount in cash equal to the extent product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time mail (but in no event later than the fifth (5thand to make available for collection by hand) Business Day thereafter), to each holder of record (as of a Certificate or Book-Entry Share that immediately prior to the Effective Time) Time represented outstanding shares of such Certificates Common Stock (Ai) a letter of transmittal in customary form reasonably satisfactory 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 and Parent, may reasonably specify and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof 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 provisions paying agent agreement to provide that the Paying Agent deliver such letter of this Article IIItransmittal 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) for cancellation to the Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily and reasonably be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive from the Effective Time Exchange Fund in exchange therefor an amount in cash equal to the Cash Amount payable for each Company Share product of (A) the number of shares of Common Stock represented by such Certificate pursuant to Section 3.7 holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (B) the Merger Consideration (less any applicable withholding Tax pursuant 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 Section 3.8(e))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 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, paid in full (less any applicable withholding Taxes) with respect to any share of Common Stock in accordance with the Certificates so surrendered terms hereof, shall forthwith be canceleddeemed to have been paid in full satisfaction of all rights pertaining to such shares of Common Stock. (ii) With respect The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to non-certificated Company Shares represented in book-entry form 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 “Uncertificated SharesCode”), Parent shall cause and 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 case promptly following the Effective Time and upon 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 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 nomineesregulations promulgated thereunder, or to holders any provision of Uncertificated Sharesstate, in each case to the extent applicable local or required, any notice foreign Tax Law with respect to the effectiveness making of such payment. To the Merger and any instructions for surrendering Uncertificated Shares 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) 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or accrued withholding was made. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the benefit reduction or elimination of holders of the Certificates any such deduction 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 IIIwithholding.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)second Business Day following the Effective Time, Parent and the Surviving 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), mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of such Certificates (Ax) 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 customary form reasonably satisfactory 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 and Parentmay reasonably specify), and (By) 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 the Merger Consideration Consideration. On the Closing Date, Parent shall cause the Paying Agent also to deliver, or cause to be delivered, to each holder of a Company Stock Option by wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying AgentAgent together with, together with in the case of Certificates, such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may customarily be required pursuant by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (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. 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 instructions, Parent shall cause a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent Agent, accompanied by all documents required to pay evidence and deliver effect such transfer and to evidence that any applicable stock transfer Taxes (as promptly defined in Section 3.15(b)) have been paid or are not applicable. Until surrendered as practicable contemplated by this Section 2.2, each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the Cash Amount payable for each Company Share represented right to receive upon such surrender the applicable Merger Consideration as contemplated by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7this Article II. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as For the avoidance of doubt, the Paying Agent may impose Agent, the Surviving Corporation and Parent shall each be entitled to effect an orderly exchange thereof deduct and 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 applicable Governmental Entity (as defined in accordance with normal exchange practices. No interest Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder 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 holder of the Company Shares) shall be deemedStock Options, 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 IIIwhich such deduction and withholding were made.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)third Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Exchange Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (of shares of Company Common Stock or Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, as of immediately prior applicable, pursuant to the Effective Time) of such Certificates Section 2.1, (A) a letter of transmittal in customary form reasonably satisfactory 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 and Parentmay 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 payable in respect thereof pursuant to or the provisions of this Article III. Upon Preferred Merger Consideration, as applicable. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (but or Book-Entry Shares shall be entitled to receive in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate toexchange therefor, and Parent the Exchange Agent shall cause the Paying Agent to, (A) be required to promptly deliver to DTC or its nomineeseach such holder, 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 Consideration or the Preferred Merger Consideration, as applicable, into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount 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 dividends 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 Cash Amount other distributions payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practices2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration or Preferred Merger Consideration, as applicable, 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 Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Exchange Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable upon the surrender to holders of such Certificates and Uncertificated Shares Company Common Stock or Company Preferred Stock pursuant to this Article 2 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; it being understood that, provided that the representation and warranty of the Company in Section 3.8. Until so surrendered, outstanding Certificates 3.15(c) is true and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, from and after correct as of the Effective Time, to evidence only no deduction or withholding shall be made under the right to receive the Merger ConsiderationLaws of Canada (or any province thereof) from any such amounts (other than, without interest thereonfor greater certainty, less (A) any applicable withholding Tax pursuant to dividend or other distribution referenced in Section 3.8(e2.2(c), payable and (B) amounts referred to in Section 2.3 that are attributable to personal services performed by the applicable payee in Canada or any province thereof or by an applicable payee who is a resident, for income Tax purposes, of Canada) except to the extent that any such deduction or withholding shall be required by a change in Law after the date of this Agreement. To the extent that amounts are so deducted or withheld and timely paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (ia) With respect to any certificate which immediately prior to Any Gross Proceeds received following the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation Closing Date from a CF Asset Monetization shall cause be deposited with the Paying Agent and, to mail, promptly the extent a CF Asset Monetization agreement is entered into following the Effective Time (but in no event later than Closing Date, PTI shall cause such agreement to provide for the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender payment 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation Gross 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, together PTI 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 letter of transmittalobjection, duly completed and validly executed (i) PTI shall raise such objections with the counterparty to the CF Asset Monetization agreement (the “CF Counterparty”) in accordance with the instructions theretoprovisions 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 CVR Holders’ Representative or the CVR Holders other than relating to its obligations hereunder. (b) 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 CVR Holders’ Representative or its authorized representative to discuss and answer questions with respect to the 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 other documents as may objection for a period of not less than ten (10) business days. Any such dispute relating to the calculation of Monetization Expenses or Income Tax Expenses that remains unresolved thereafter shall be required pursuant 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 (such 50% portion to such instructionsbe paid by the Holders, Parent the “Holders Valuation Expert Fee”). (c) Assuming any disputes set forth in a Notice of Objection have been resolved, the CVR Holders’ Representative shall cause the Paying Agent to pay the Payment Amounts to PTI and deliver the Holders as promptly as practicable after possible. The CVR Holders’ Representative and Paying Agent shall be solely responsible for the Effective Time calculation and delivery of (i) the Cash CVR Payment Amount payable for to the respective Holders of CVRs of each Company Share represented by such Certificate pursuant to Section 3.7 Holder’s pro rata portion of the CVR Payment (less any applicable withholding Tax pursuant to Section 3.8(e)), based on their respective relative CVR holdings) and the Certificates so surrendered shall forthwith be canceled. (ii) With respect the PTI Payment Amount 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidencePTI, if any, of transfer as the Paying Agent may reasonably request) (but in applicable. It is understood and agreed that PTI shall have 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 responsibility or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice liability with respect to the effectiveness distribution of the Merger Payment Amounts other than to cause a CF Asset Monetization agreement entered into following the Closing Date to provide for the payment of the Gross Proceeds to the Paying Agent. (d) The 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 instructions 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 surrendering Uncertificated Shares 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 the distribution of CVRs to the Holders or any payments to the Holders under this Agreement (Bincluding CVR Payment Amounts) establish procedures 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 so collected to the relevant governmental entity. In connection with the distribution of CVRs to the Holders, PTI, the Paying Agent and DTC the CVR Holders’ Representative shall be entitled to ensure that 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 be 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, 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 withholding was made in accordance with this Section 2.4(d). Notwithstanding the 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The applicable Law, and the Paying Agent shall accept withhold 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 amounts pursuant to this Section 3.8. Until so surrendered2.4(d). (e) For U.S. federal income tax and applicable state and local income tax purposes, outstanding Certificates and Uncertificated Shares the parties agree that (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Sharesi) shall be deemed, from and after the Effective Time, to evidence only distribution of the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax CVRs pursuant to Section 3.8(e), payable in respect thereof 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 provisions rights afforded by this Agreement to the Holder and not as a distribution by PTI in respect of this Article IIIstock in PTI (collectively, the “Intended Tax Treatment”). The parties agree to file all tax returns and other tax reports in a manner consistent with the Intended Tax Treatment, unless otherwise required pursuant to a final “determination” within the meaning of Code Section 1313(a).

Payment Procedures. (i) With respect Promptly after the Effective Time (but no later than three (3) Business Days after the Effective Time), the Exchange Agent will mail to any each holder of record of a certificate which representing outstanding shares of Company Common Stock immediately prior to the Effective Time represented outstanding Company Shares (a “Certificate”) whose shares were converted into the “Certificates”), Parent and right to receive the Surviving Corporation shall cause the Paying Agent Merger Consideration pursuant to mail, promptly following the Effective Time Section 2.01(a): (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 (A1) a letter of transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates held by such holder will pass, only upon proper delivery of such Certificates to the Exchange Agent in accordance with the procedures set forth in the letter of transmittal and which shall be in customary form and substance reasonably satisfactory to Parent and the Company and Parent, and Company; and (B2) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration with respect to such shares; provided, however, with respect to each holder of Certificates whose shares cease to be Dissenting Shares following the Effective Time pursuant to Section 2.05, Parent shall instruct the Exchange Agent promptly after the date on which Parent becomes aware that such Dissenting Shares have ceased to be Dissenting Shares to mail to such holder the letter of transmittal and instructions referred to above with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.03(b)(iii) by, the Exchange Agent of a Certificate (or affidavits of loss in lieu thereofthereof under Section 2.03(g)) in exchange for the 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 Paying Agent, together with such the letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may the holder thereof will be required pursuant entitled to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after Merger Consideration payable in respect of the Effective Time the Cash Amount payable for each number of shares of Company Share Common Stock formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7under this Agreement. (iii) The Paying Exchange Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect an orderly exchange thereof of the Certificates in accordance with normal customary exchange practices. (iv) Notwithstanding anything herein to the contrary, any holder of uncertificated shares of Company Common Stock (including any shares held pursuant to the Company Benefit Plans) represented by book entry immediately prior to the Effective Time and whose shares were converted into the right to receive the Merger Consideration (“Book-Entry Shares”), shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares that are converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, cash in an amount equal to the Merger Consideration multiplied by the number of uncertificated shares of Company Common Stock previously represented by such Book-Entry Shares. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares. (v) From and after the 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 if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or 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. (vi) 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 Certificate so surrendered is 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 transfer or other Taxes required by reason of the payment to 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 Taxes have been paid or are not payable. (vii) At any time after the Effective Time until surrendered as contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a). No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry 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 of the provisions shares of this Article IIICompany Common Stock represented by Certificates or Book-Entry Shares.

Payment Procedures. Promptly following the Closing (i) With respect to and in any certificate which immediately prior to event within three Business Days following the Effective Time represented outstanding Company Shares (the “Certificates”Closing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Capital Stock represented by such Certificate pursuant Certificate; by (y) the Per Share Price (subject to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.12), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or requiredproduct obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.12), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “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 satisfactory acceptable to the Company and Parent(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 (Bii) 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 IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 3.82.8. 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, deemed from and after the Effective Time, 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), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (a) Within ten (10) Business Days following receipt of any LO2A Consideration by the Wize Subsidiaries, or to the extent applicable, by Wize, Wize shall deliver to the Rights Agent (x) 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), with a copy to the Holders’ Representative (the “CVR Certificate”) and (y) the CVR Payment Amount. If the CVR Payment Amount is to be paid in cash, then such amount will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent, the applicable CVR Payment Amount, if any. To the extent that any CVR Payment Amount is paid to the Rights Agent, such amounts shall be 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 the 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 or prior to the 10th Business Day immediately following delivery of the CVR Certificate and the applicable CVR Payment Amount to the Rights Agent in accordance with Section 2.05, the Rights Agent shall (i) With respect send each Holder a copy of such CVR Certificate to any certificate which immediately prior such Holder’s registered address and (ii) distribute the CVR Payment Amount, if any, to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving 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 (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Holders pro rata in accordance with their respective CVRs as reflected on the instructions theretoCVR Register, and by checks (if such other documents payment is to be made in cash) mailed to the respective addresses of such Holders as may be required pursuant to reflected in the CVR Register (the earlier of such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), 10th Business Day and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented date on which the Rights Agent distributes the CVR Payment 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)accordance with this subsection(b), in each case promptly following the Effective Time and upon surrender thereof if a CVR Payment Amount shall have been required to be delivered to the Paying Rights Agent by receipt of an in accordance with Section 2.05, the “agent’s message” CVR Payment Date”). (or such other evidence, if any, of transfer as the Paying Agent may reasonably requestc) (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 nomineesWize Subsidiaries, or to holders of Uncertificated Shares, in each case to 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 or required, any notice subsidiary of Wize is required to deduct and withhold with respect to the effectiveness 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 Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with CVR Payment Amount as needed to secure a tax ruling or other procedure that would allow Wize to refrain from deducting or reduce the Paying Agent and DTC amount to ensure that be deducted, at source from 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7CVR Payment Amount. (iiid) The Paying Any portion of a CVR Payment Amount that remains undistributed by the Rights Agent to the Holders (including by means of uncashed checks or invalid addresses on the CVR Register) twelve (12) months after the relevant CVR Payment Date shall be delivered by the Rights Agent to Wize, and any Holder shall thereafter look only to Wize for payments of such CVR Payment Amount, without interest, but such Holder shall have no greater rights against Wize than those accorded to general unsecured creditors of Wize under applicable law. Neither Wize nor the Rights Agent shall accept such Certificates and transferred Uncertificated Shares upon be liable to any Holder in respect of any cash delivered to a public official in 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)state, payable in respect thereof federal or other 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 respect of this Article IIIsuch 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 unclaimed property obligations.

Payment Procedures. Promptly following the Closing (i) With respect to and in any certificate which immediately prior to event within three Business Days following the Effective Time represented outstanding Company Shares (the “Certificates”Closing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); or (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) in the case of holders of Certificates, a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause the 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 receive in exchange therefor an amount in cash (less any applicable withholding Tax pursuant Taxes payable in respect thereof) equal to Section 3.8(e))the product obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such Certificate; by (2) the Per Share Price, and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the extent applicable or requiredproduct obtained by multiplying (x) the aggregate number of shares of Company Capital Stock represented by such ▇▇▇▇▇▇’s transferred Uncertificated Shares; by (y) the Per Share Price, any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect Promptly after the Effective Time (and in any event within three Business Days thereafter), the Purchaser shall cause the Paying Agent to any mail to each record holder as of the Effective Time, of (x) an outstanding certificate or certificates which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”a Certificate) or (y) Shares represented by book-entry (Book Entry Shares), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time other than in respect of Excluded Shares: (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 (A1) a letter of transmittal in customary form as reasonably satisfactory 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 Company and ParentPaying Agent, and or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal; and (B2) instructions for 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) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions or of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation a Book-Entry Share to the Paying Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to such instructions, Parent shall cause requested by the Paying Agent Agent, the holder of such Certificate or Book-Entry Share shall be entitled to pay and deliver receive in exchange therefor cash in the amount (after giving effect to any required tax withholdings as promptly as practicable after provided in Section 3.5) equal to (x) the Effective Time the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 or Book-Entry Share multiplied by (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates Certificate or Book-Entry Share so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7cancelled. (iii) No interest will be paid to, or accrued for the 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 stock 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, it 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 shall will 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 of the Certificates 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. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares and in any event not later than the second (2nd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving 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), mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (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 customary form reasonably satisfactory 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 and Parentmay mutually reasonably agree), and (B) 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 the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount in cash equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the holder’s properly surrendered Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (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 Merger and any instructions for surrendering Uncertificated Book-Entry Shares and (By) 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicesMerger Consideration. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Company, payment of Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to this Section 3.8. Until so surrenderedevidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, outstanding Certificates the Company, Parent and Uncertificated Shares Merger Sub (other than Certificates and Uncertificated Shares representing any Canceled Company Shares their respective Affiliates or Dissenting Company Shares) agents), as applicable, shall be deemedentitled 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, from and after as amended (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“Code”), payable 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 relevant Governmental Entity within the time and in the manner required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. Promptly following the Closing (iand in any event within three (3) With respect to any certificate which immediately prior to Business Days following the Effective Time represented outstanding Company Shares (the “Certificates”Closing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Certificates”) or (ii) uncertificated shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant Certificate; by (y) the Per Share Price (subject to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.13), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or requiredproduct obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.13), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (ia) With respect to any certificate which immediately On or prior to the Effective Time represented outstanding Company Shares Closing Date, Parent shall select a reputable bank or trust company to act as paying agent in the Merger (the “CertificatesPaying Agent”). Promptly, and in any event within three (3) Business Days, after the Effective Time, Parent and the Surviving Corporation shall deposit or cause to be deposited with the Paying Agent cash in an amount equal to mail, promptly following the total amount required for the payments in Section 2.4(a)(iii) and 2.4(a)(iv). The cash amount so deposited with the Paying Agent is referred to as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time (but in no event later than Time, the fifth (5th) Business Day thereafter), Paying Agent will mail to each holder the record holders of record (Company Shares as of immediately prior to the Effective Time) of , whether such Company Shares are represented by Certificates or Book-Entry Shares, (Ai) a letter of transmittal in customary form and containing such provisions as Parent may reasonably satisfactory 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 Company and ParentPaying Agent), and (Bii) 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 consideration payable pursuant to Section 2.4(a)(iii), require the 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 Paying Agent, Parent or the Surviving Corporation with respect to such Company Share Certificate. (c) Upon surrender of a Company Share Certificate (or affidavits affidavit of loss and bond as indemnity, in accordance with Section 2.6(b), in lieu thereof) in exchange for the 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) Book-Entry Share for cancellation to the Paying Agent, together with such a letter of transmittal, 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, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each holder of such Company Share represented by such Certificate or Book-Entry Share shall be entitled to receive the Per Share Merger Consideration in exchange therefor pursuant to Section 3.7 2.4(a)(iii), to be mailed (less any applicable withholding Tax pursuant or made available for collection by hand if so elected by the surrendering holder) within five (5) Business Days following the later to occur of (i) the Paying Agent’s receipt of the Exchange Fund, and (ii) the Paying Agent’s receipt of such Company Share Certificate (or affidavit of loss and bond as indemnity, in accordance with Section 3.8(e2.6(b)), in lieu thereof) or Book-Entry Share, and the Certificates Company Share Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled within five (5) Business Days. (iid) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 the holders of the Certificates and Uncertificated Company Share Certificate or Book-Entry Shares on the Merger Consideration consideration payable upon the surrender of to such Certificates and Uncertificated Shares holders pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Share Certificates or Book-Entry Shares as of the date twelve (12) months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and 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 3.82.6 shall thereafter look only to Parent for payment of the Per Share Merger Consideration pursuant to Section 2.4(a)(iii). Until so surrendered, outstanding Certificates Parent or as otherwise instructed by Parent shall be the owner of any interest or other amounts earned on the Exchange Fund and Uncertificated Shares Per Share Merger Consideration. (other than Certificates and Uncertificated Shares representing f) Neither Parent nor the Surviving Corporation shall be liable to any Canceled holder or former holder of Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective Time, to evidence only the right any other Person with respect to receive the any Per Share Merger Consideration, without interest thereon, less Consideration delivered to any public official pursuant to any applicable withholding Tax pursuant to Section 3.8(e)abandoned property law, payable in respect thereof pursuant 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 provisions of this Article IIIPaying Agent, such cash shall promptly be returned to Parent or as otherwise instructed by Parent.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following As soon as reasonably practicable after the Effective Time (but in no event later than five Business Days following the fifth (5th) Business Day thereafterEffective Time), the Parent will cause the Paying Agent to mail to each holder of record (as of immediately prior whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal (which shall specify 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 customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and Parentshall be in such form and have such other provisions as agreed between the Parent and the Company), and (B) instructions for use in effecting the surrender of the 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 Merger Consideration. The Exchange Fund shall not be used for any purpose other than to fund payments in accordance with this Agreement. (ii) Upon surrender of Certificates (or effective 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause or the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s ’ 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 Book-Entry Shares, and such other documents as may customarily be required by the Paying Agent, including a declaration form in which the holder of record of Certificate Shares states whether the holder is a resident of Israel as defined in the Israeli Tax Code and provides such other information as is required pursuant to the Israeli Tax Code and the Israeli Withholding Tax Ruling, if obtained, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (but subject to any applicable withholding Tax as specified in no event Section 3.2(b)(iii)) equal to the product of (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, not later than the fifth five (5th5) Business Day thereafter). The Company and Parent shall cooperate tofollowing Payment Agent’s receipt of such Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares, and Parent such Certificates or Book-Entry Shares shall cause be cancelled. No interest will be paid or accrued 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 Company, any amounts payable 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 toAgent, (A) deliver is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to DTC or its nominees, or evidence and effect such transfer and to holders of Uncertificated Shares, in each case evidence to the extent Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or requiredare not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at 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 time after the Effective Time, Time to represent only the right to receive upon such surrender of Company Shares held of record by DTC or its nominees and in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7terms hereof the Merger Consideration as contemplated by this Article III. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as Notwithstanding anything to the contrary in this Agreement, each of the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest Agent, Merger Sub, the Parent and the Surviving Corporation shall be paid or accrued for the benefit of holders of the Certificates entitled to deduct and Uncertificated Shares on the Merger Consideration withhold from any 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 Agreement to any Canceled holder or former holder of Company Shares or Dissenting and Company Shares) shall be deemed, from and after Share Options (in 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 case of Company Share Options subject to the provisions of Section 3.3 hereunder), such amounts as may be required to be deducted or withheld therefrom under the Code, the Israeli Tax Code, or under any provision of state, local, Israeli or other applicable Law or any other applicable legal requirement; provided that (i) if the Israeli Withholding Tax Ruling is obtained, deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, shall be made only in accordance with the provisions of the Israeli Withholding Tax Ruling, and (ii) if any holder of Company Shares provides the Paying Agent, the Parent or the Surviving Corporation with a valid approval or ruling issued by the applicable Governmental Authority regarding the withholding (or reduction or exemption from withholding) of Israeli Tax from the consideration payable or otherwise deliverable pursuant to this Article IIIAgreement, which in the reasonable discretion of Israeli counsel to the Parent is sufficient to enable the Parent to conclude that no withholding or a reduced rate of withholding, as applicable, of Israeli Tax is required, then the deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, from the consideration payable to such holder shall be made only in accordance with the provisions of such approval or ruling. To the extent such amounts are so deducted or withheld, (i) the Paying Agent, the Parent and/or the Surviving Corporation, as applicable, shall provide the holder of Company Shares from whom an amount was deducted or withheld with a written notice, as may be required by any applicable Law, stating the amount so deducted or withheld, (ii) 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 (iii) the Paying Agent and/or the Parent shall cause such amounts to be paid to the proper taxing authorities in accordance with applicable Laws not earlier than three (3) Business Days prior to the last day on which such payment is required, provided, however, that any such withheld or deducted amounts (or such applicable portion thereof) shall be released to any holder of Company Shares when and to the extent that the Paying Agent or the Parent has received, at least four (4) Business Days prior to the last day on which the amounts so withheld or deducted must be paid to the applicable authority (and before such amounts are paid), certificates or forms issued by the applicable tax authority as are sufficient, under applicable Law, to establish that withholding is not required, in whole or in part, with respect to Merger Consideration payable to such holder of Company Shares.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving 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 (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, Parent 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 IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount Merger Consideration payable for each Company Share represented by such Certificate pursuant to Section 3.7 2.7 (less any applicable withholding Tax pursuant to Section 3.8(e2.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e2.8(e)), in each case promptly following the Effective Time and upon 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 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 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 Cash Amount Merger Consideration payable for each such Uncertificated Share pursuant to Section 3.72.7. (iii) 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 3.82.8. 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 Taxes pursuant to Section 3.8(e2.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)fifth Business Day following the Closing Date, Parent and the Surviving 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), mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 1.4(b), (A) a letter of transmittal in customary form reasonably satisfactory 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 and Parentmay 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 payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by 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 such other evidenceeffective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, if any, of transfer as and 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) be required to promptly deliver to DTC or its nomineeseach such holder, 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 Consideration into which the shares represented by such Certificates or Book-Entry 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 Cash Amount payable for each such Uncertificated Share have been converted pursuant to this Section 3.7. (iii) 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 practices2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant is to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (be made to a Person other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) the Person in whose name the surrendered Certificate is registered, it shall be deemed, from 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 after (B) the Effective Time, to evidence only Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the right to receive payment of the Merger Consideration, without interest thereon, less any applicable withholding Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax pursuant either has been paid or is not required to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIbe paid.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as possible after the Effective Time represented outstanding Company Shares (the “Certificates”but in no event later than three (3) Business Days thereafter), Parent and the Surviving 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), mail to each holder of record (as of a Certificate or Certificates or Book-Entry Shares that immediately prior to the Effective TimeTime represented outstanding Shares (other than Excluded Shares and Dissenting Shares) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or Book-Entry Shares shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and Parent, 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) in exchange for the 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) Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor the Effective Time amount of Merger Consideration payable in cash in respect of the Cash Amount payable for each Company Share Shares previously represented by such Certificate or Book-Entry Shares pursuant to Section 3.7 the provisions of this Article II, to be paid within three (less 3) Business Days (or such longer period required by the Paying Agent) of the 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 applicable withholding Tax pursuant to Section 3.8(e))other documents as reasonably required by the Paying Agent, and the Certificates Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. (ii) With respect . In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to non-certificated Company Shares represented a Person other than the Person in book-entry 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 “Uncertificated Shares”), Parent Person requesting such payment shall cause pay any transfer or other Taxes required by reason of the Paying Agent payment to pay and deliver a Person other than the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof registered holder of such Certificate or establish to the Paying Agent by receipt satisfaction of an “agent’s message” (Parent that such Tax has been paid 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicesis not applicable. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares accrue on the Merger Consideration any cash 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 III2.2.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “Certificates”), which immediately prior to the Effective Time represented outstanding Shares (other than Dissenting Shares) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and Parent, 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 IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying 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 and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. 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, 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), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (ia) With respect to any certificate which immediately prior to The Borrower hereby authorizes the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following charge 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 (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance Loan Account with the instructions theretoamount of all principal, interest, fees, expenses and such other documents as may payments to be required pursuant to such instructionsmade hereunder and under the other Loan Documents. The Agent may, Parent but shall cause not be obligated to, discharge the Paying Agent to pay and deliver as promptly as practicable after Borrower's payment obligations hereunder by so charging the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceledLoan Account. (iib) With respect to non-certificated Company Shares represented in book-entry form (Each payment by the “Uncertificated Shares”)Borrower on account of principal, Parent interest, fees or expenses hereunder 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 case promptly following the Effective Time and upon surrender thereof be made 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 the Agent and the Lenders according to the their respective rights thereto. All payments to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M. (New York time) on the due date thereof to the Agent, for the account of the Certificates and Uncertificated Lenders according to their Pro Rata Shares (except as expressly otherwise provided), at the Agent's Payment Account in immediately available funds. Except for payments which are expressly provided to be made (i) for the account of the Agent only or (ii) under the settlement provisions of Section 2.3(i), the Agent shall distribute all payments to the Lenders on the Merger Consideration payable upon Business Day following receipt in like funds as received. Notwithstanding anything to the surrender contrary contained in this Agreement, if a Lender exercises its right of setoff under Section 11.3 or otherwise, any amounts so recovered shall promptly be shared by such Certificates Lender with the other Lenders according to their respective Pro Rata Shares. (c) The Agent shall apply all amounts received by it on account of the Obligations from the Borrower, from the Blocked Account Banks or from any other source first, to fees, costs and Uncertificated Shares pursuant expenses, second, to this Section 3.8. Until so surrenderedinterest and third, outstanding Certificates to the principal amount of the Obligations, except that, during the continuance of an Event of Default, the Agent may, with the consent of the Required Lenders, apply such amounts to such of the Obligations and Uncertificated Shares in such order as it may elect in its sole and absolute discretion. (other than Certificates and Uncertificated Shares representing d) Whenever any Canceled Company Shares or Dissenting Company Shares) payment to be made hereunder shall be deemedstated to be due on a day that is not a Business Day, from the payment may be made on the next succeeding Business Day (except as specified in clause (ii) of the definition of Interest Period) and after such extension of time shall be included in the Effective Time, to evidence only computation of the right to receive the Merger Consideration, without amount of interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIdue hereunder.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares Time, and in any event not more than three (the “Certificates”)3) Business Days thereafter, Parent and the Surviving Corporation shall will cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Uncertificated Shares”), (A) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which will specify that delivery will be effected, and Parentrisk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions to which they are entitled pursuant to clause (ii) of the provisions first sentence of this Article IIISection 3.3(c). Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent shall promptly pay, in exchange therefor, an amount in cash equal to pay and deliver as promptly as practicable after the Effective Time Merger Consideration payable in respect of the Cash Amount payable for each number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))Certificate, and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. 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) (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 case of a book-entry transfer of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness holders of the Merger and any instructions for surrendering such Uncertificated Shares will be entitled to receive, and (B) establish procedures with the Paying Agent shall promptly pay, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, and DTC to ensure that the transferred Uncertificated Shares so surrendered will be cancelled. 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will 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 3.8Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, 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 Section 3.1(a)(ii) and any dividends or other distributions pertaining to Company Common Stock formerly represented by such Certificates or Uncertificated Shares as contemplated by clause (ii) of the provisions first sentence of Section 3.3(c). Notwithstanding anything to the contrary in this Article IIIAgreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.1(a)(ii). (ii) Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Paying Agent and the Depository Trust Company with the objective that the Paying Agent will transmit to the Depository Trust Company or its nominees on the first Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), the Rollover Shares and Dissenting Shares, and including any dividends or other distributions pertaining to such shares as contemplated by clause (ii) of the first sentence of Section 3.3(c)) held of record by the Depository Trust Company or such nominee immediately prior to the Effective Time.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following As soon as reasonably practicable after the Effective Time (but in no event later more than the fifth five (5th5) Business Day thereafterDays following the Effective Time), Parent shall cause the Paying Agent to mail to each holder of record of Shares (as of immediately prior to the Effective Time) of such Certificates (Aother than Excluded Shares) a letter of transmittal in customary form as reasonably satisfactory agreed by Purchaser and the Company specifying that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIConsideration. Upon the proper surrender of Certificates a Certificate (or affidavits effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate will be entitled to receive in exchange therefor cash in the amount (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to this Article III in the form of a check, to be mailed, as soon as reasonably practicable (but in no event more than five (5) Business Days after the receipt thereof), and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. 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 instructions, Parent shall cause a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent Agent, accompanied by all documents required to pay evidence and deliver effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. All payments owed to the holders of Stock Options or holders of Warrants shall be made from the Payment Fund as promptly soon as reasonably practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 more than the fifth five (5th5) 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 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 Days 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7). (iii) 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. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation Company shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail or otherwise disseminate to each holder of record (as of immediately prior to the Effective Time) of such Certificates (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 reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, and only upon delivery of the Certificates to the Paying Agent, and/or (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Acquisition, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent Per Share Merger Consideration to pay and deliver as promptly as practicable after which the Effective Time the Cash Amount payable for each Company Share represented by such Certificate holder thereof is entitled pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.7(a)(ii), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by . 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) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate tocase of a book entry transfer of uncertificated Shares, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, such uncertificated Shares shall be entitled to receive in each case exchange for the cancellation of such uncertificated Shares an amount in cash equal to the extent applicable or required, any notice with respect Per Share Merger Consideration to which 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 Cash Amount payable for each such Uncertificated Share holder thereof is entitled pursuant to Section 3.7. (iii) 2.7(a)(ii), and the uncertificated Shares shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred Uncertificated 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 uncertificated Shares on the Per Share Merger Consideration payable upon the surrender of such Certificates and Uncertificated uncertificated Shares pursuant to this Section 3.82.8. Until so surrendered, outstanding Certificates and Uncertificated uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, to evidence only the right to receive the Per Share 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 IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following As soon as reasonably practicable after the Effective Time (but in no event later than (x) two Business Days following the fifth Effective Time with respect to Cede & Co. and (5thy) five Business Day thereafterDays following the Effective Time with respect to all other holders), Parent will instruct the Paying Agent to mail to each holder of record (as of immediately prior whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of such Certificates Section 3.1, (A) a form of letter of transmittal (which shall specify 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 customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and Parentshall 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 use in effecting the surrender of the 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 Merger Consideration. (ii) Upon surrender of Certificates (or effective 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause or the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by 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) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate tocase of Book-Entry Shares, and Parent such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall cause 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 product of (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, and such Certificates or Book-Entry Shares shall be cancelled. No interest will be paid or accrued 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 Company, any amounts payable 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, 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. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender and 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 to, (A) deliver in order to DTC or its nominees, or to holders of Uncertificated Shares, in each case to receive the extent applicable or required, any notice with respect to the effectiveness amount of the aggregate Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC Consideration that such holder is entitled 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 Cash Amount payable for each such Uncertificated Share receive pursuant to Section 3.7this Article III. (iii) The Paying Agent Notwithstanding anything to the contrary in this Agreement, each of Parent, Merger Sub and the Surviving Corporation shall accept such Certificates be entitled to deduct and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as withhold, or cause the Paying Agent may impose to effect an orderly exchange thereof in accordance 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 normal exchange practicesrespect to the making of such payment. No interest 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 or accrued for to the benefit of holders holder 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 surrenderedShares, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Restricted Stock Units or 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 Stock Options in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding were made.

Payment Procedures. Promptly (iand in any event within three (3) With respect to any certificate which immediately prior to Business Days) following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “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 reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent and (Bii) 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying 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 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, 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), Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly Promptly following the Effective Time (but in no event later more than the fifth ten (5th10) Business Day business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “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 reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates to the Payment Agent, and (Bii) 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 IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article II, and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying 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 and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.8. 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, 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), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving 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), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares and (ii) non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent the holders of such Certificates shall cause be entitled to receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of Company Share Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7 2.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e2.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (. Notwithstanding the “Uncertificated Shares”)foregoing, 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by 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) (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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (x) 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 aggregate number of Company Shares held of record represented by DTC or its nominees in accordance with DTCsuch holder’s customary surrender procedures, transferred Uncertificated Shares that were converted into the Cash Amount payable for each such Uncertificated Share right to receive the Merger Consideration pursuant to Section 3.7. 2.7, by (iiiy) the Merger Consideration (less any applicable withholding Tax deductible in respect thereof pursuant to Section 2.8(e)), and the Uncertificated Shares so transferred 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 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 3.82.8. 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(e2.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within five (5) Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) subject to the last sentence of this Section 2.9(c), uncertificated Shares that represented outstanding Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each Company Share aggregate number of Shares represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent product obtained by multiplying (1) the aggregate number of Shares represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable or requiredwithholding Taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (a) If a Distribution Triggering Monetization Event occurs, then no later than the later of (i) With the date upon which the financial information with respect to the CVR Asset Pool for the calendar quarter immediately preceding the calendar quarter in which such Distribution Triggering Monetization Event occurs is required to be provided to the CVR Agent pursuant to Section 4.3(a) and (ii) the date that is thirty (30) days following such Distribution Triggering Monetization Event, the Company shall deliver to the CVR Agent 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 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 Net Proceeds from CVR Asset Pool) and the Total Distributable Amount with respect to such Distribution Triggering Monetization Event (the “Calculation Certificate”), which 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 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 by 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) 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 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 Company or its Subsidiaries as may be reasonably necessary to investigate the basis for the Notice of Objection. Any dispute arising from a Notice of Objection will be resolved by the Independent Accountant in accordance with the 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 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 Agreement. (c) 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 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 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 Distribution, the Company will deposit with the CVR Agent cash in an amount equal to the 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 (and which shall, if with respect to a distribution with respect to the Final Payment Date, be 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 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 certificate which Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately prior available funds to such account. (d) If a Final Payment Date Distribution is payable to the Effective Time represented outstanding Company Shares (Holders on the “Certificates”Final Payment Date pursuant to Section 2.4(g) and no Independent Valuer has been appointed pursuant to Section 2.4(e), Parent and the Surviving Corporation shall cause the Paying Agent to mailCompany will, promptly following the Effective Time (but in no event later than on the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective TimeFinal 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 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 Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, and (B) instructions for use in effecting the surrender non-cash consideration portion 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Holdback Amount in accordance with Section 2.4(f)(ii), deposit with the instructions thereto, and such other documents as may be required pursuant CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such instructions, Parent shall cause Holdback Payment Distribution. In the Paying Agent to pay and deliver as promptly as practicable after case of either of the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to preceding two sentences of this Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.5(e), and on the Certificates so surrendered shall forthwith be canceleddate (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. (iif) 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 case promptly following the Effective Time and upon 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 fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, the CVR Agent will be entitled to deduct and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nomineeswithhold, or cause to holders of Uncertificated Sharesbe deducted or withheld, in each case from the Total Distributable Amount or any other amount payable to the extent applicable Holders pursuant to this Agreement, such amount as the Company or required, any notice the CVR Agent is required to deduct and withhold with respect to the effectiveness 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 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 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 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 a 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 escheatment obligations of the Merger CVR Agent with respect to such funds shall terminate. 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 any instructions for surrendering Uncertificated Shares and eighty (B180) 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 days after the Effective Time, upon surrender termination of Company Shares held of record by DTC or its nominees this Agreement in accordance with DTC’s customary surrender proceduresSection 7.7 (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) shall, to the Cash Amount payable for each such Uncertificated Share pursuant 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 Section 3.7any applicable escheatment laws in effect from time to time. (iiij) The Paying Agent All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the performance of services hereunder shall accept 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 Certificates funds shall be free of any claims by the Company other than reversionary rights and transferred Uncertificated Shares upon compliance with such reasonable terms as set forth in Section 2.5(i), and conditions as separate from any potential bankruptcy estate of the Paying Agent Company. Computershare shall have no responsibility or liability for any diminution of the funds that may impose to effect an orderly exchange thereof result from any deposit made by Computershare in accordance with normal exchange practicesthis 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). No interest 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 paid or accrued responsible 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 providing Computershare with sufficient funds 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 satisfy its payment obligations to the provisions of this Article IIIHolders.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares) of such Certificates one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (Aother than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration Per Share Price payable in with respect thereof to the shares of Company Common Stock formerly represented thereby pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificates by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (ii) With respect to non-certificated other than Owned Company Shares represented in book-entry form and Dissenting Company Shares, as applicable) (the “Uncertificated Shares”), Parent shall cause ) will be required to deliver a Certificate or an executed letter of transmittal to the Paying Payment Agent in order to pay and deliver receive the Cash Amount payable therefor (less any applicable withholding Tax payment that such holder is entitled to receive pursuant to Section 3.8(e))2.7 with respect of such Uncertificated Shares. In lieu thereof, in each case promptly following the Effective Time and such record holder, upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request) (but ), will be entitled to receive 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, exchange therefor an amount in each case cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (1) the effectiveness aggregate number 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 shares of Company Shares held of record Common Stock represented by DTC or its nominees in accordance with DTCsuch holder’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicestransferred Uncertificated Shares will be cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price 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 IIISection 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the First Effective Time represented outstanding Company Shares and in any event not later than the third (3rd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving Corporation shall cause the Paying Exchange Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration, pursuant to Section 2.1, (A) a letter of transmittal in customary form reasonably satisfactory 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 and Parentmay 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 payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (but or Book-Entry Shares shall be entitled to receive in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate toexchange therefor, and Parent the Exchange Agent shall cause the Paying Agent to, (A) be required to promptly deliver to DTC or its nomineeseach such holder, 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 Consideration into which the shares represented by such Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount 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 dividends 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 Cash Amount other distributions payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practices2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on 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 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 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 Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Exchange Agent, the Company, Parent and each Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable upon to any Person under this Agreement such amounts as are required to be deducted and withheld related to the surrender making of such Certificates and Uncertificated Shares pursuant payment under applicable Law related to Taxes. To the extent that amounts are so deducted or withheld under this Section 3.8. Until so surrendered2.2(b)(iii) and timely paid over to the relevant Governmental Entity, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares such deducted or Dissenting Company Shares) withheld amounts shall be deemed, from and after treated for purposes of this Agreement as having been paid to 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 Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “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 reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon (i) surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. or (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by 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) (but in no event later than the fifth (5th) Business Day thereafter)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 provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying 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 and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated or transfer of Book-Entry Shares pursuant to this Section 3.82.8. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated or Book-Entry Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, 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), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable after the Effective Time represented outstanding Company Shares (the “Certificates”but in no event more than three Business Days thereafter), Parent and the Surviving 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), mail to each holder of record (as of Person who was, immediately prior to the Effective Time) , a holder of such Certificates a Share Certificate (other than a Share Certificate representing (A) Canceled Shares or (B) Appraisal Shares, which shall be treated in accordance with Section 2.06) (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Share Certificate shall pass, only upon delivery of such Share Certificate (or affidavits in customary form reasonably satisfactory lieu thereof in accordance with Section 2.02(d)) to the Paying Agent), which shall be in such form and shall have such other customary provisions as Parent and the Company and Parentmay reasonably agree prior to the Closing Date, and (By) instructions for use in effecting the surrender of such Share Certificate to the Certificates (or affidavits of loss in lieu thereof) Paying Agent in exchange for payment of the Merger Consideration payable as provided in respect thereof pursuant to the provisions Section 2.01(c). (ii) Upon delivery of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may reasonably be required pursuant by the Paying Agent), and surrender to such instructions, Parent shall cause the Paying Agent to of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)), as contemplated in subsection (i) of this Section 2.02(b), Parent and the Surviving Corporation shall instruct the Paying Agent to, as promptly as practicable, pay and deliver as promptly as practicable after to the Effective Time holder of such Share Certificate the Cash Amount payable for aggregate Merger Consideration that such holder has the right to receive pursuant to this Agreement (in each case, with respect to the shares of Company Share Common Stock formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)Share Certificate), and the Share Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”). Until surrendered as contemplated by this Section 2.02, Parent each Share Certificate shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less be deemed at any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following time after the Effective Time and upon surrender thereof to represent only 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 fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver right 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 receive 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 Consideration as soon as practicable after the Effective Time, upon surrender of Company Shares held of record contemplated by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicesthis Article II. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares accrue on the Merger Consideration any cash payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered2.02. (iii) (A) The Persons who were, outstanding Certificates and Uncertificated at the Effective Time, holders of Book-Entry Shares (other than Certificates and Uncertificated Shares representing any (i) Canceled Company Shares or Dissenting Company (ii) Appraisal Shares, which shall be treated in accordance with Section 2.06) shall not be deemed, from and after required to deliver a Share Certificate or an executed letter of transmittal to the Effective Time, Paying Agent or to evidence only the right take any other action to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax Consideration that such holder is entitled to receive pursuant to Section 3.8(e2.01(c); provided, payable in respect thereof pursuant that such Persons may be required to comply with procedures as may customarily be required by the provisions Paying Agent for holders of this Article IIIBook-Entry Shares.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as possible after the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three (3) Business Days thereafter), Parent and the Surviving 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), mail to each holder of record (as of a Certificate or Certificates that immediately prior to the Effective TimeTime represented outstanding shares of Company Stock (other than Excluded Shares) of such Certificates (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in customary lieu thereof) to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree), (B) a draft of the declaration, in a form reasonably satisfactory agreed by the Parties, in which the beneficial owner of Company Stock provides certain declarations and information necessary for Parent to determine, reasonably and in good faith, the Tax amounts (if any) which need to be withheld from the consideration payable to such beneficial owner pursuant to the Company and Parentterms of the Ordinance, the Code, or any provision of state, local, Israeli or foreign Law (a “Tax Declaration”), and (BC) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable in respect to which the holder thereof pursuant to the provisions of this Article IIIis entitled. Upon surrender of Certificates any Certificate (or affidavits affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, the Tax Declaration, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Stock represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.08(h)), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the 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 payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.08. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall deliver to the Paying Agent the Tax Declaration, but shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Per Share Merger Consideration that such instructionsholder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 the Per Share Merger Consideration in respect of each such share of Company Stock (less any required Tax withholdings as provided in Section 2.08(h)), and the Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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) holder shall forthwith 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 IIIcancelled.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable following the Effective Time represented outstanding Company Shares (the “Certificates”)Closing, Parent and the Surviving Corporation shall cause the Paying Payment 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 (A) mail a letter of transmittal in customary the form supplied by Parent (the “Letter of Transmittal”) to each Company Stockholder, Company Warrantholder and each Non-Employee Company Option Holder at the 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 Payment Agent may reasonably satisfactory require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the 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 pay to the holder of such Company and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) Stock Certificate in exchange for therefor that portion of the Merger Consideration payable in respect thereof thereto pursuant to Section 1.3(b)(i)-(x) (less (A) the provisions cash amounts to be withheld and deposited in the Escrow Fund on such holder’s behalf pursuant to Section 2.3(b)(ii), and, if applicable, (B) the cash amounts to be deposited with the 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 this Article III. Upon the Merger Consideration shall be paid or payable to the holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender of Certificates such Company Stock Certificate (or affidavits Affidavit of loss Loss therefor) and validly executed Exchange Documents in lieu thereofaccordance with the terms and conditions hereof. (iii) For Company Warrantholders and Non-Employee Company Option Holders, after receipt by the Payment Agent of the Exchange Documents and any other documents (including applicable Tax forms) that Parent or the Payment Agent may reasonably require in connection therewith (which for cancellation to the Paying Agentavoidance of doubt, together with such letter will not include a Joinder Agreement), each of transmittal, which shall be duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Payment Agent to pay and deliver as promptly as practicable after to the Effective Time applicable Company Warrantholder or Non-Employee Company Option Holder in exchange therefor that portion of the Cash Amount Merger Consideration payable for each Company Share represented by such Certificate in respect thereto pursuant to Section 3.7 (less any applicable withholding Tax pursuant to 1.3(c)(i) and Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 request1.3(d) (but in no event later than the fifth (5th) Business Day thereafteras applicable). 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 No portion 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 Consideration shall be paid or accrued for payable to a Company Warrantholder or Non-Employee Company Option Holder without executed Exchange Documents in accordance with the benefit of holders of the Certificates terms 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 IIIconditions hereof.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly Promptly following the Effective Time (but in no event later than the fifth five (5th5) Business Day business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates a certificate or certificates (Athe “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 reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon (i) surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. or (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Paying Payment Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter)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 provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying 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 and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated or transfer of Book-Entry Shares pursuant to this Section 3.82.6. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated or Book-Entry Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, 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), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within five Business Days), Parent and the Surviving 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), mail to each holder of record of Shares (as of other than Shares to be cancelled in accordance with Section 2.4(b) and Dissenting Shares) immediately prior to the Effective TimeTime (other than The Depository Trust Company (“DTC”)) of such Certificates (Aa) a letter of transmittal in customary form reasonably satisfactory to the Company and Parentwhich shall specify that delivery shall be effected, and (B) instructions for use in effecting the surrender risk of loss and title shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the 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 effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the applicable Merger Consideration payable in respect thereof pursuant to such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the provisions of this Article IIIPaying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of Certificates (a Certificate or affidavits of loss in lieu thereof) for cancellation Uncertificated Shares to the Paying Agent, Agent together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, thereto and such other documents as may reasonably be required pursuant requested by the Paying Agent, or, in the case of DTC, the customary surrender procedures of DTC and the Paying Agent, the holder of such Shares shall be entitled to receive in exchange for such instructionsproperly surrendered Shares, and Parent and the Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 or Uncertificated Shares, as the case may be, multiplied by (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates Certificate or Uncertificated Shares so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicescancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares will accrue 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 IIIpayable.

Payment Procedures. (ia) With respect As soon as practicable following the occurrence of a CVR Transaction, but in no event later than thirty (30) days after the closing of such CVR Transaction, and within thirty (30) days after the end of any calendar quarter in which the Company has received Net Proceeds from any CVR Transaction, the Company will deliver to any the Holder Representative and the Rights Agent a certificate (each, a “Reporting Certificate”), certifying that the Holders are entitled to receive a CVR Payment and setting forth the Company’s calculation of the CVR Payment Amount, which immediately may be either the Initial CVR Payment Amount or a CVR Payment Adjustment Amount. (b) [reserved] (c) If no CVR Transaction has been effected prior to the Effective Time represented outstanding CVR Expiration Date, then, as soon as reasonably practicable after the CVR Expiration Date, but in no event later than thirty (30) days after the CVR Expiration Date, the Company Shares will deliver to the Holder Representative and the Rights Agent a certificate (the “Non-Achievement Certificate” and, together with the Reporting Certificate(s), the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in stating that no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately CVR Transaction has been consummated prior to the Effective TimeCVR Expiration Date. (d) If the Holder Representative does not object to any determination or calculation set forth in a Certificate by delivery of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory written notice thereof to the Company and Parent, and (B) instructions for use setting forth 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agentreasonable detail such objection, together with reasonable supporting documentation (an “Objection Notice”), within thirty (30) days following receipt of the applicable Certificate (the “Objection Period”), the Company’s determination of the non-existence of a CVR Transaction, calculation of the Initial CVR Payment Amount or calculation of any CVR Payment Adjustment Amount, as applicable, shall be final and binding on all parties. If the Holder Representative timely delivers to the Company an Objection Notice, the Company and the Holder Representative shall attempt in good faith to resolve such letter matters within thirty (30) days after receipt of transmittalthe same by the Company, duly completed and validly executed if unable to do so, the Company and the Holder Representative shall resolve any unresolved disputed in accordance with Section 8.11, which decision will be final and binding on the instructions theretoparties, and absent manifest error. The Company shall, within ten (10) Business Days following the final determination of the Initial CVR Payment Amount or any CVR Payment Adjustment Amount, as applicable, pay such other documents Initial CVR Payment Amount or CVR Payment Adjustment Amount to the Rights Agent (for the account of the Holders) by wire transfer of immediately available funds to such account as may be required pursuant designated by the Rights Agent. The Rights Agent will distribute the Initial CVR Payment Amount or CVR Payment Adjustment Amount, as applicable, to the Holders (each Holder being entitled to receive its pro rata share of such instructionsInitial CVR Payment Amount or CVR Payment Adjustment Amount, Parent shall cause as applicable, based on the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented number of CVRs held by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and Holder as reflected on the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (CVR Register on 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 case promptly following the Effective Time and upon 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 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 date of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with Reporting Certificate or 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 date of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 final determination pursuant to this Section 3.8. Until so surrenderedAgreement, outstanding Certificates and Uncertificated Shares as applicable) (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Sharesi) 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 by check mailed to the provisions address of this Article III.each such respective Holder as reflected in the CVR Register as of the close of business on the last Business Day before such CVR Payment Date, or,

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly second business day following the Effective Time (but or, in no event the case of clause (y) below, not later than the fifth (5th) Business Day thereafterdate the first payroll checks are paid to employees of the Surviving Corporation following the Effective Time), (x) the Paying Agent shall mail to each holder of record (as of immediately prior Shares whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of such Certificates Section 2.1, (A) a letter of transmittal (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 customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company and Parentmay mutually agree), and (B) 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 the Merger Consideration and (y) the Paying Agent or the Surviving Corporation shall pay to each holder of a Company Stock Option or a Company Stock-Based Award the amount due and payable to such holder pursuant to Section 5.5 hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor a check in an amount equal to the Effective Time product of (x) the Cash Amount payable for each Company Share 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. 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 pursuant may be paid to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and such a transferee if the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Certificate formerly representing such 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 case promptly following the Effective Time and upon surrender thereof is presented to the Paying Agent Agent, accompanied by receipt of an “agent’s message” all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (as hereinafter defined) have been paid 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7are not applicable. (iii) The Paying Agent shall accept shall, at the Surviving Corporation’s request, deduct and 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 Certificates 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 transferred Uncertificated Shares upon compliance with pay such reasonable terms amounts to the Surviving Corporation for payment over to the applicable Governmental Entity (as hereinafter defined). To the extent that amounts are so withheld or deducted and conditions as paid over to the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder 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 holder of the Company Shares) shall be deemedStock Options or Company Stock-Based Awards, 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 IIIwhich such deduction and withholding were made.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later more than the fifth three (5th3) Business Day thereafterDays after the Closing Date, Parent shall cause the Exchange Agent to deliver to each record holder (other than record holders of Cancelled Shares or Appraisal Shares), to each holder of record (as of immediately prior to the Effective Time) , of such Certificates (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 reasonably satisfactory and agreed to by Parent and the Company prior to the Company Closing) and Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits or, in the case of loss in lieu thereof) in exchange Book-Entry Shares, the surrender of such shares, for payment of the 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 Paying AgentConsideration, together with such letter any amounts payable pursuant to Section 3.3(g), if applicable. (ii) Upon surrender to the Exchange Agent of transmittala Certificate or Book-Entry Shares, delivery of a duly completed and validly executed in accordance with the instructions theretoLetter 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 such instructionsthis Article III, Parent shall cause the Paying Agent together with any amounts payable pursuant to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable Section 3.3(g), if applicable, for each share of Company Share Common Stock formerly represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))or Book-Entry Share, and the all Certificates so surrendered shall be forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicescancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender 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 Certificates shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Shares pursuant 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 satisfaction of the Surviving Entity that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.8. Until so surrendered3.3(b)(ii), outstanding Certificates each Certificate and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) each Book-Entry Share shall be deemed, from and deemed at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger ConsiderationConsideration payable in respect of such shares of Company Common Stock, without interest thereon, less together with any applicable withholding Tax amounts payable to such holder pursuant to Section 3.8(e3.3(g), payable in respect thereof pursuant to the provisions of this Article IIIif applicable.

Payment Procedures. (i) With respect to any certificate which immediately At or prior to the Effective Time represented outstanding Time, Parent shall deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate cash amount payable to holders of Company Shares (the “Certificates”Options, Company Restricted Share Awards and Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) and ‎Section 2.2‎(b)‎(iii); provided that at least three Business Days prior to such deposit, the Company shall have delivered to Parent and the Surviving 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 a list of record (all Company Equity Awards that would be outstanding as of immediately prior to the Effective Time) , setting out for each such Company Equity Award, the holder thereof, the type of such Certificates (A) a letter Company Equity Award, the number of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions Ordinary Shares subject thereto, and such other documents the exercise price or purchase price (as may be required pursuant to such instructionsapplicable) thereof, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e))grant date thereof, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated vesting schedules or vesting conditions or other restrictions imposed upon such 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 case Equity Award. As promptly as reasonably practicable following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidenceClosing Date, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth next regularly scheduled payroll date that occurs more than three Business Days following the Closing Date, the applicable holders of Company Options, Company Restricted Share Awards and Company RSU Awards shall receive a cash payment from the Company or the Surviving Company, through its payroll system or payroll provider, of all cash amounts required to be paid to such holders in respect of its Company Options, Company Restricted Share Awards and Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) and ‎Section 2.2‎(b)‎(iii), as applicable (5th) Business Day thereafterafter giving effect to any required Tax withholdings as provided in ‎Section 2.3(e)). The Notwithstanding the foregoing, if any cash payment payable to a holder of Company and Parent Options, Company Restricted Share Awards or Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) or ‎Section 2.2‎(b)‎(iii), as applicable, cannot be made through the Company’s or the Surviving Company’s payroll system or payroll provider, then the Surviving Company shall cooperate toissue a check for such payment to such holder (after giving effect to any required Tax withholdings as provided in ‎Section 2.3(e)), and Parent which check shall cause be sent by overnight courier to such holder as promptly as reasonably practicable following the Paying Agent toClosing Date (but in any event on or prior to the next regularly schedule payroll date). Further notwithstanding the foregoing, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, that any notice with respect amount payable pursuant to the effectiveness this ‎Section 2.2‎(b)‎(iv) relates to a Company RSU Award that is nonqualified deferred compensation subject to Section 409A 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 TimeCode, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each then such Uncertificated Share pursuant to Section 3.7. (iii) 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 amount shall be paid or accrued for at the benefit of holders earliest time permitted under the terms of the Certificates and Uncertificated Shares on applicable agreement, plan or arrangement relating to such Company RSU Award that will not trigger a tax or penalty under Section 409A of 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 IIICode.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within two (2) Business Days), Parent and the Surviving Corporation shall cause the Paying Exchange Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective TimeTime of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Capital Stock (the “Certificates” (if any)) of such Certificates (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Exchange Agent), and (Bii) 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 to such holder with respect thereof to Company Capital Stock formerly represented thereby pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to receive in exchange therefor the Merger Consideration payable to such instructions, Parent shall cause the Paying Agent holder with respect to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share Capital Stock represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))Certificates, and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect cancelled. Notwithstanding anything to non-certificated the contrary in this Agreement, no record holder of uncertificated shares of Company Shares represented in book-entry form Capital Stock (the “Uncertificated Shares”), Parent shall cause ) will be required to deliver a Certificate or an executed letter of transmittal to the Paying Exchange Agent in order to pay and deliver receive the Cash Amount payable therefor (less any applicable withholding Tax payment that such holder is entitled to receive pursuant to Section 3.8(e))2.7 with respect to such Uncertificated Shares. In lieu thereof, in each case promptly following the Effective Time and such record holder, upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Paying Exchange Agent may reasonably request) (but ), will be entitled to receive in no event later than exchange therefor the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver Merger Consideration payable to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice such holder 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 Company Capital Stock it held immediately prior 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 and the Uncertificated Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) shall be cancelled. The Paying Exchange Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Exchange Agent may impose to effect 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 Merger Cash Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 3.82.9(d). Until so surrenderedsurrendered or cancelled, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed, deemed from and after the Effective Time, 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), Consideration payable in respect thereof pursuant to the provisions of this Article IIISection 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares and in any event not later than the second (2nd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving Corporation shall cause direct the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior Shares represented by Certificates or book entry whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 3.01, (A) a letter of transmittal (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 customary form reasonably satisfactory lieu thereof) to the Paying Agent or, with respect to Book-Entry Shares, only upon delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the book-entry transfer of Book-Entry Shares as the Paying Agent may reasonably request) and shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually reasonably agree), and (B) 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 the Merger Consideration payable Consideration. (ii) Parent shall cause the Paying Agent to deliver, upon (A) in respect thereof pursuant to the provisions case of this Article III. Upon a Certificate, surrender of Certificates such Certificate (or effective affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent to pay and deliver as promptly as practicable after or (B) in the Effective Time case of Book-Entry Shares, the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 later of (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”), 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 case promptly following the Effective Time and upon surrender thereof (ii) to the extent required by the Paying Agent by receipt of Agent, the time when an “agent’s message” is received by the Paying Agent (or such other evidence, if any, of the 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 holder of such Certificate (or requiredeffective affidavits of loss in lieu thereof) or Book-Entry Share, 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 Cash Amount payable Consideration for each share of Common Stock theretofore represented by such Uncertificated Share Certificate or Book-Entry Share, as applicable, pursuant to Section 3.7. (iii) The Paying Agent 3.01(a), and the Certificate or Book-Entry Share, as applicable, so surrendered 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 practicesforthwith be cancelled. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or cancellation of Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on Company, payment of the Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent in proper form for transfer, accompanied by all documents required to evidence and Uncertificated Shares effect such transfer and to evidence that any applicable stamp, stock transfer or similar Taxes have been paid or are not applicable. (iii) Notwithstanding anything herein to the contrary, the Paying Agent, the Company, the Surviving Corporation, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts 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 the Treasury Regulations, or under any provision of applicable U.S. federal, state or local or non-U.S. 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 relevant Governmental Entity, such deducted or withheld amounts 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. Notwithstanding anything herein to the contrary, any compensatory amounts payable to any current or former employee or service provider of the Company pursuant to or as contemplated by 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) Agreement 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 remitted to the provisions applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, or, at the election of this Article IIIthe Company and Parent, through a payroll agent, in either case subject to any required deductions or withholdings.

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) With respect the Paying Agent shall be required to invest the Payment Fund as directed by JAKKS; (ii) any certificate which immediately prior 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 represented 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 Company Shares (at the “Certificates”), Parent and the Surviving Corporation Effective Time. 6.2 JAKKS shall cause the Paying Agent to mailAgent, promptly following after the Effective Time (but in no event later than the fifth (5th) Business Day thereafter)Time, to mail to each holder of record (as of immediately prior to Toymax Common Stock at the Effective Time) of , at such Certificates holder's address as shown on Toymax's regular stockholders list, (Aa) a letter of transmittal transmittal, in customary form reasonably satisfactory acceptable to Toymax and the Company 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 amount of the Fractional Share Payment, any payment required pursuant to Section 5.6 and Parentthe number of whole shares of JAKKS Stock comprising the Stock Payment, and (Bii) instructions for use in effecting the such surrender of the Certificates (or affidavits shall be effected, and risk of loss in lieu thereof) in exchange for the Merger Consideration payable in respect and title to such Certificate or Certificates shall pass only upon proper delivery thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, and (b) instructions specifying the place at which and the manner in which such Certificate or Certificates are so to be delivered. No fractional share of JAKKS Stock shall be issued as part of the Merger Consideration, but in lieu thereof, the Fractional Share Payment shall be paid in an amount equal to the 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 with which such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the delivery of such other documents as may reasonably be required pursuant 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 instructions, Parent Certificate. JAKKS shall thereupon cause the Paying Agent to pay and deliver promptly mail to such holder at such holder's address as promptly as practicable after shown on Toymax's regular stockholders list or, if a different address is indicated on the Effective Time letter of transmittal, such other address (i) a check payable to the order 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 Amount payable for each Company Payment, the Fractional Share represented by such Certificate Payment and any payment required pursuant to Section 3.7 (less any 5.6, or, if applicable withholding Tax pursuant to in accordance with Section 3.8(e))5.2, the total Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented a certificate representing the whole number of shares of JAKKS Stock included in book-entry form (the “Uncertificated Shares”)Stock Payment registered in the name of the holder or, Parent shall cause if a different Person is indicated in the Paying Agent to pay letter of transmittal and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof there is delivered to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer additional documents as the Paying Agent may reasonably request) (but request to evidence compliance with applicable securities and other Law and the payment in no 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 later than of a transfer of ownership of any share of Toymax Common Stock which is not registered in the fifth (5th) Business Day thereafter). The Company and Parent stock transfer records for the Toymax Common Stock, the Paying Agent shall cooperate be entitled to, and Parent JAKKS shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case pay the Merger Consideration and mail a check and stock certificate therefor to the extent applicable or requiredtransferee thereof, any notice with respect if the Certificate representing such shares is presented 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 TimeAgent, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance together with such reasonable terms and conditions documents as the Paying Agent may impose reasonable request to effect an orderly exchange thereof evidence such transfer and the payment in accordance with normal exchange practices. No interest shall full of any applicable stock transfer Taxes. 6.3 Notwithstanding the failure of any Certificate to be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of surrendered as hereinabove provided, each 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 deemedCertificate, from and after the Effective Time, to evidence shall not represent any interest in the 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, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof upon surrender of such Certificate pursuant hereto. The stock transfer books of Toymax shall be closed immediately at the Effective Time and 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 making of an affidavit to such effect by the 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 Merger Consideration with respect to the shares represented by such Certificate. 6.5 Promptly after the Effective Time, JAKKS shall grant to each holder of an Eligible Option a JAKKS Option payable in respect thereof and issue and mail to such holder, at the address shown in the option agreement or certificate relating to such Eligible Option, a stock option agreement covering such JAKKS Option. 6.6 The 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 any amount is so withheld, such amount shall be deemed for all purposes of this Agreement to have been paid as part of the Merger Consideration to the holder of the shares of Toymax Common Stock at the Effective Time or to have 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 Surviving Corporation, or the Paying Agent, or any officer, employee or agent thereof, shall be liable to any Person in respect of any Merger Consideration that is delivered to a public official pursuant to and in accordance with any applicable abandoned property, escheat or similar Law. 6.8 If any portion of the 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 Article IIIfor the surrender of such Certificate and that shall not have received the Merger 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, to the fullest extent permitted by Law, become the property of the Surviving Corporation, free and clear of any claims or interests of any Person previously entitled thereto.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (and in any event not later than the “Certificates”)fifth Business Day following the Closing Date, Parent and the Surviving 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), mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 1.4(b), (A) a letter of transmittal in customary form reasonably satisfactory 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 and Parentmay 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 payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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))or, in each the case promptly following the Effective Time and upon surrender thereof to the Paying Agent by 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 such other evidenceeffective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor, if any, of transfer as and 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) be required to promptly deliver to DTC or its nomineeseach such holder, 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 Consideration into which the shares represented by such Certificates or Book-Entry 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 Cash Amount payable for each such Uncertificated Share have been converted pursuant to this Section 3.7. (iii) 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 practices2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant is to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (be made to a Person other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) the Person in whose name the surrendered Certificate is registered, it shall be deemed, from 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 after (B) the Effective Time, to evidence only Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the right to receive payment of the Merger Consideration, without interest thereon, less any applicable withholding Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax pursuant either has been paid or is not required to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIbe paid.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (Ax) 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 reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon 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, as applicable, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) 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 affidavits of loss in lieu thereof) Book-Entry Shares for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates or Book-Entry Shares shall be required entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e))provisions of this Article III, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying 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 and Uncertificated or Book-Entry 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, 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), Consideration payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares and in any event not later than the second (2nd) Business Day following the “Certificates”)Closing Date, Parent and the Surviving 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), mail to each holder of record (as of immediately prior Shares whose Shares were converted into the right to receive the Effective Time) of such Certificates Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal (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 customary form reasonably satisfactory 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 and Parentmay mutually reasonably agree), and (B) 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 the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount in cash equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the holder’s properly surrendered Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, effective affidavits of transfer as the Paying Agent may reasonably requestloss in lieu thereof) (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 Merger and any instructions for surrendering Uncertificated Book-Entry Shares and (By) 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicesMerger Consideration. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on Company, payment of the Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares pursuant effect such transfer and to this Section 3.8. Until so surrenderedevidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, outstanding Certificates the Company, the Surviving Corporation, Parent and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) Merger Sub, as applicable, shall be deemedentitled 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, from and after as amended (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“Code”), payable 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 relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. (i) With respect to any certificate which immediately prior to As promptly as practicable after the Effective Time represented outstanding Company Shares Time, but in any event no later than three (3) Business Days following the “Certificates”)Effective Time, Parent and the Surviving 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), mail to each holder of record (as of immediately prior to Person who was, at the Effective Time) , a registered holder of such Certificates Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (A) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably satisfactory 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 and Parent, may mutually agree) and (B) instructions for use in effecting the surrender of the Certificates Shares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Company a cash amount in immediately available funds sufficient to make the payments described under Section 3.04(b) and Section 3.04(c) and the Surviving Company shall make such payments to the Persons entitled to receive such 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 SAFE Share Incentive Rules and Regulations. (ii) Upon surrender to the Paying Agent of a Share Certificate (or affidavits affidavit and indemnity of loss in lieu thereofof the Share Certificate as provided in Section 3.02(g)) in exchange for the 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 Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and and/or such other documents as may be required pursuant to such instructions, Parent shall cause instructions to the Paying Agent to pay and deliver as promptly as practicable after in accordance with the Effective Time terms of such letter of transmittal, duly executed in accordance with the Cash Amount payable for instructions thereto, each Company Share registered holder of Shares represented by such Share Certificate pursuant 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 3.7 3.02(g)) or the number of Uncertificated Shares multiplied by (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates Share Certificate so surrendered shall forthwith be canceledmarked as cancelled. (iiiii) With respect Prior to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”)Effective Time, Parent and the Company 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 case promptly following the Effective Time and upon 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 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 Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC the Depositary to ensure that (A) the Paying Agent will transmit to DTC or its nominees the Depositary as soon promptly as reasonably practicable after following the Effective TimeTime (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 Company Shares held the ADSs. The holders of record ADSs shall bear any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by DTC or its nominees the Depositary in accordance connection with DTC’s customary surrender proceduresdistribution of the Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such fees, charges and expenses incurred by the Cash Amount payable Depositary shall be treated for each such Uncertificated Share pursuant all purposes of this Agreement as having been paid to Section 3.7the holders of ADSs. (iiiiv) 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 will accrue 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), amount payable in respect thereof of the Shares (including Shares represented by ADSs) pursuant to the provisions of this Article 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 evidence that any applicable share transfer Taxes have been paid or are not applicable.

Payment Procedures. Promptly following the Closing (iand in any event within three (3) With respect to any certificate which immediately prior to Business Days following the Effective Time represented outstanding Company Shares (the “Certificates”Closing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”) and (ii) uncertificated shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant Certificate; by (y) the Per Share Price (subject to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)2.13), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or requiredproduct obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.13), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying so surrendered will be cancelled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal customary exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time (but in no any event not later than the fifth (5th) Business Day thereafter)following the Closing Date, the Paying Agent shall mail, to each holder of record (as of immediately prior Shares whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of such Certificates Section 3.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof pursuant to Section 3.2(f)) to the Company and ParentPaying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and (B) 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 the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereofthereof pursuant to Section 3.2(f)) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor a check in an amount equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares formerly represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof pursuant to Section 3.7 3.2(f)) or Book-Entry Shares and (less any applicable withholding Tax pursuant to Section 3.8(e))y) the Merger Consideration, and the Certificates Certificate so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the due 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 effective affidavits of loss in lieu thereof pursuant to Section 3.8(e3.2(f), payable in respect thereof pursuant to the provisions of this Article III.)

Payment Procedures. Promptly following the Effective Time (and in any event within two Business Days), Parent and the Surviving Company will cause the Paying Agent to mail to each holder of record as of immediately prior to the Effective Time (other than Dissenting Company Shares or Owned Company Shares) of (i) With respect to any a certificate which or certificates that immediately prior to the Effective Time represented outstanding Company Common Shares (other than Dissenting Company Shares or Owned Company Shares) (the “Certificates” (if any)); and (ii) uncertificated Company Common Shares that represented outstanding Company Common Shares (other than Dissenting Company Shares or Owned Company Shares) (the “Uncertificated Shares”), Parent and the Surviving 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 (A) in the case of Certificates and Uncertificated Shares not held through DTC, a letter of transmittal in customary such form as Parent, the Surviving Company and the Paying Agent reasonably satisfactory agree (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon receipt of the Certificates by the Paying Agent); and (B) in the case of Certificates and Uncertificated Shares not held through DTC, instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7(a)(ii). Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of Company Share Common Shares represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause cancelled. Upon receipt by the Paying Agent of a letter of transmittal in respect of Uncertificated Shares not held through DTC, duly completed and validly executed in accordance with the instructions thereto, the holder of such Uncertificated Shares will be entitled to pay and deliver receive in exchange therefor an amount in cash equal to the Cash Amount payable therefor product obtained by multiplying (x) the aggregate number of Company Common Shares represented by such holder’s transferred Uncertificated Shares; by (y) the Per Share Price (less any applicable withholding Tax Taxes required to be withheld pursuant to Section 3.8(e)2.12), in each case promptly following and the Effective Time and upon surrender thereof to the Paying Agent by transferred Uncertificated Shares so surrendered will be cancelled. 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 held through DTC, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (but 1) the aggregate number of Company Common Shares represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in no event later than respect thereof), and the fifth (5th) Business Day thereafter)transferred Uncertificated Shares so surrendered will be cancelled. 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7(a)(ii). Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares held through DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7(a)(ii).

Payment Procedures. (i) Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to pay the Company Stockholders that are entitled to receive the 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. (ii) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving 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 reasonably satisfactory and shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates 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 such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent the holder of such Certificates shall cause be entitled to receive from the Paying Agent to pay and deliver as promptly as practicable after in exchange therefor the Effective Time the Cash Amount Merger Consideration payable for each Company Share represented formerly evidenced by such Certificate pursuant to Section 3.7 3.7(a)(i) (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (iiiii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent 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 cause be entitled to receive from the Paying Agent to pay and deliver the Cash Amount Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon 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 fifth second (5th2nd) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC 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 Cash Amount Merger Consideration payable for each such Uncertificated Share pursuant to Section 3.73.7(a)(i). (iiiiv) 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. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, As promptly as practicable following the Effective Time Closing (but in no event later than [*] Business Days following the fifth (5th) Business Day thereafterClosing), Parent shall cause the Paying Agent to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) deliver a letter of transmittal in customary the form reasonably satisfactory attached hereto as Exhibit G (the “Letter of Transmittal”) to each Company Stockholder and each Company Optionholder that holds Non-Employee Options at the Company email address set forth opposite each such Person’s name on the Spreadsheet. (ii) Subject to Section 1.12 and ParentSection 1.15, as promptly as practicable following receipt by the Paying Agent of a Letter of Transmittal (including a valid and properly completed IRS Form W-9 or the appropriate version of IRS Form W-8, as applicable, and (B) instructions for use in effecting the surrender of the Certificates (any other applicable tax forms 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to documents the Paying AgentAgent requires in connection therewith), together with such letter of transmittalthe applicable Suitability Documentation, a Selling Stockholder Questionnaire and a Joinder and Lock-Up Agreement (collectively, the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, (A) Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount applicable amount of cash payable for pursuant to this Agreement to each Company Share represented by Stockholder and each Company Optionholder that holds vested Non-Employee Options as set forth opposite such Certificate holder’s name in the Spreadsheet, (B) Parent shall issue to each Company Stockholder and each Company Optionholder a number of shares of Parent Common Stock to be issued pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))this Agreement as set forth opposite such holder’s name in the Spreadsheet, and the Certificates so surrendered shall forthwith be canceled. (iiC) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent Surviving Entity to pay and deliver the Cash Amount payable therefor (less promptly pay, but in any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly event within two regular payroll cycles following the Effective Time and upon 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 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 Closing with respect to amounts payable upon the effectiveness of Closing, through 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 Surviving Entity’s payroll processing system in accordance with DTC’s customary surrender procedures, standard payroll practices the Cash Amount applicable amount of cash payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 surrenderedAgreement to each applicable Company Optionholder that holds Employee Options with respect to Employee Options as set forth opposite such holder’s name in the Spreadsheet, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled subject in the case of each Company Shares or Dissenting Company Shares) shall be deemed, from and after the Effective TimeOptionholder that holds Employee Options, to evidence only receipt of the right to receive the Merger Considerationapplicable Suitability Documentation, 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 IIIa Selling Stockholder Questionnaire and a Joinder and Lock-Up Agreement.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificate; by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in each case exchange therefor an amount in cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (1) the effectiveness aggregate number 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 shares of Company Shares held of record Common Stock represented by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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.holder’s

Payment Procedures. (i) With respect to any certificate which immediately After the date hereof and prior to the Effective Time represented outstanding Closing, the Company Shares (the “Certificates”), Parent and the Surviving 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), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) Company Stockholder a letter of transmittal in customary substantially the form reasonably satisfactory attached hereto as Exhibit E (a “Stockholder Transmittal Letter”), which shall (A) specify that delivery shall be effected, and risk of loss and title to a certificate(s) representing shares of the Company Capital Stock that are being converted into the right to receive payment pursuant to Section 2.7(b)(i) (each, a “Company Stock Certificate”) shall pass only upon delivery of such certificate(s) to the Company Paying Agent after the Effective Time, (B) be in such form and Parenthave such other reasonable provisions not inconsistent with this Agreement as Parent and the Representative may specify, (C) include IRS Form W-9 or Form W-8BEN or any successor form and, where required pursuant to the terms of this Agreement, and (BD) include instructions for use in effecting the surrender of Company Stock Certificate(s) for that portion of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Final Adjusted Merger Consideration payable in respect thereof pursuant of the shares of Company Capital Stock represented thereby under this Agreement. The payment of the appropriate Closing Payment (as defined below) to any holder of Company Common Stock is expressly conditioned upon the provisions execution and delivery of this Article IIIa Stockholder Transmittal Letter, properly completed and duly executed by each such Company Stockholder. Upon surrender of Certificates After the Effective Time, and within two (or affidavits of loss in lieu thereof2) for cancellation to business days after the Paying AgentAgent receives a Company Stock Certificate, together with such letter of transmittal, duly a properly completed and validly duly executed Stockholder Transmittal Letter, the Paying Agent shall pay to such Company Stockholder that portion of the Final Adjusted Merger Consideration (determined, solely for purposes of this Section 2.9(d)(i), as if the Final Adjusted Merger Consideration is equivalent to the Estimated Adjusted Merger Consideration) payable to such Company Stockholder in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause terms of this Agreement in respect of the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each shares of Company Share Capital Stock formerly represented by such Certificate Company Stock Certificate(s), less (w) that portion of the Final Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of such shares of Company Capital Stock that Parent is required to withhold from such Company Stockholder under applicable Tax withholding laws, if any, (x) that portion of the Final Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of such shares of Company Capital Stock that Parent is entitled to withhold pursuant to Section 3.7 2.8(b) and deliver to the Escrow Agent to fund the Escrow Fund, (less any applicable withholding Tax y) that portion of the Final Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of such shares of Company Capital Stock that Parent is entitled to withhold pursuant to Section 3.8(e)2.8(c) and deliver to the Representative to fund the Representative Expense Fund, and (z) that portion of the Final Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of Unvested Company Capital Stock that Parent is entitled to withhold pursuant to Section 2.9(d)(ii) (such amount less such deductions, with respect to each such Company Stockholder, being referred to herein as the “Closing Payment”), and the Certificates Company Stock Certificate so surrendered shall forthwith be canceled. (ii) With respect cancelled. If payment of any portion of the applicable Closing Payment is to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent be made to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such a Person other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5thPerson in whose name the surrendered certificate(s) Business Day thereafter). The Company and Parent are registered, it shall cooperate to, and Parent shall cause be a condition of payment that the Paying Agent to, Person requesting such payment (A) deliver shall have paid any transfer and other Taxes required by reason of the payment of those amounts to DTC or its nomineesa Person other than the registered holder of the Company Stock Certificate surrendered, and shall have established to the satisfaction of Parent that such Tax has been paid, 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 shall have established to the Paying Agent and DTC to ensure satisfaction of Parent 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicesTax is not applicable. 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 From and after the Effective Time, until surrendered as contemplated by this Section 2.8(c), each Company Table of Contents Stock Certificate formerly representing shares of Company Capital Stock shall be deemed to evidence represent for all purposes only the right to receive the applicable Final Adjusted Merger Consideration, without interest thereonif any, in respect of such shares of Company Capital Stock formerly represented thereby in accordance with the terms of this Agreement and in the manner provided herein. (ii) Prior to the Closing, each Stock Restriction Agreement shall have been amended in substantially the form attached hereto as Exhibit F (the “Stock Restriction Agreement Amendment”) to provide that (A) all Unvested Cash otherwise payable under this Agreement to a Company Stockholder that is a party to such Stock Restriction Agreement shall be withheld by Parent in order to secure Parent’s repurchase rights under the Stock Restriction Agreement applicable to such Company Stockholder’s Unvested Company Capital Stock as of immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), (B) upon the vesting of any such Unvested Cash in accordance with the terms of such Stock Restriction Agreement Amendment, any such cash that is required to be deposited into the Escrow Fund to satisfy the escrow contribution obligations of such Company Stockholder under this Agreement shall be deposited into the Escrow Fund (to the extent not previously deposited into the Escrow Fund by Parent at Parent’s election) and any remaining portion of such cash shall be paid to such Company Stockholder, and (C) at the Effective Time, Parent shall assume the rights and obligations of the Company under, and be entitled to enforce the provisions of, such Stock Restriction Agreement. Notwithstanding anything to the contrary in this Section 2.8 or elsewhere in this Agreement, at the Effective Time, any Final Adjusted Merger Consideration otherwise payable to a Company Stockholder that is Unvested Cash shall be payable to such Company Stockholder only in accordance with the terms and conditions of the Stock Restriction Agreement Amendment to which such Company Stockholder is a party. The payout of the Final Adjusted Merger Consideration pursuant to this Agreement in exchange for shares of Company Common Stock that constitute Unvested Company Capital Stock immediately prior to the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger) shall be subject to the same restrictions and vesting arrangements that were applicable to such shares of Unvested Company Capital Stock immediately prior to or at the Effective Time (and after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger), subject to the terms of the applicable agreement governing such shares and the Stock Restriction Agreement Amendment. Therefore, any Unvested Cash otherwise payable to a Company Stockholder under this Agreement in respect of Unvested Company Capital Stock shall not be paid by Parent or the Paying Agent at the Effective Time, and shall instead be paid by Parent (or Paying Agent) to such Company Stockholder only on the date that the shares of Unvested Company Capital Stock that were converted into such Unvested Cash would have become vested under the vesting schedule in effect in respect of such Unvested Company shares immediately prior to or at the Effective Time (after giving effect to any acceleration of vesting that occurs as a result of the consummation of the Merger and subject to the restrictions and other terms of such vesting schedule), less any applicable withholding Tax the amount of Unvested Cash deposited into the Escrow Fund pursuant to and in accordance with Section 3.8(e2.8(b) and the Representative Expense Fund pursuant to and in accordance with Section 2.8(c); provided, however, that Parent may in its discretion make all such required payments to holders of Unvested Cash on the last business day of each calendar month during which vesting occurs for administrative convenience. All amounts payable pursuant to this Section 2.9(d)(ii) shall be subject to any required Tax withholding obligations and shall be paid without interest. A portion of such newly vested cash so distributed will be treated as imputed interest to the extent required under the Code and the regulations promulgated thereunder. Following the Effective Time, no Unvested Cash, or right thereto, may be pledged, encumbered, sold, assigned or transferred (including any transfer by operation of law), payable by any Person, other than Parent, or be taken or reached by any legal or equitable process in respect thereof pursuant satisfaction of any debt or other liability of such Table of Contents Person, prior to the provisions distribution to such Person of such Unvested Cash in accordance with this Article IIIAgreement.

Payment Procedures. As soon as reasonably practicable after the Effective Time (ibut no later than three (3) With respect Business Days thereafter), Parent shall cause the Paying Agent to any certificate which mail to each holder of record as of the Effective Time of one or more certificates (each, a “Certificate”) or uncertificated Company Shares (“Uncertificated Shares”) that immediately prior to the Effective Time represented issued and outstanding Company Shares that were converted into the right to receive Merger Consideration pursuant to Section 2.3: (the “Certificates”), Parent and the Surviving 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 (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Certificate or Uncertificated Shares shall pass, only upon delivery of the Certificate or the Uncertificated Shares to the Paying Agent), that shall also be in such form and have such other provisions as Parent and the Company and Parentmay reasonably specify, and (Bii) instructions for use in effecting the surrender of the Certificates (Certificate or affidavits the transfer of loss in lieu thereof) Uncertificated Shares in exchange for the Merger Consideration payable and (iii) a certificate or declaration in respect thereof pursuant customary form to be used to confirm the provisions status of this Article IIIa Person as a Resident of Israel within the meaning of the Ordinance (a “Residence Certificate”). Upon (x) surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or (y) 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, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates or Uncertificated Shares shall be required pursuant entitled to such instructionsreceive in exchange therefor, Parent shall cause subject to the 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 (less withholding of any applicable withholding Tax pursuant to Section 3.8(e))Taxes, and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 IIIII, and the Certificates so surrendered or the Uncertificated Shares so transferred shall forthwith be canceled. Until so surrendered or canceled, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive, upon surrender and without interest, the Merger Consideration into which the Company Shares theretofore represented by such Certificates or Uncertificated Shares shall have been converted pursuant to Section 2.3, without any interest thereon.

Payment Procedures. As soon as reasonably practicable after the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal in the form set forth in Exhibit C (ia “Letter of Transmittal”) With respect and a Joinder Agreement to the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any certificate which immediately of such documents have previously been received by Parent prior to the Effective Time represented outstanding Company Shares (the “Certificates”Closing from such Stockholder), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time . Promptly (but in no event later more than the fifth five (5th5) Business Day thereafter)Days) following receipt by the Exchange Agent of a Letter of Transmittal, a Joinder Agreement and any applicable tax forms that the Exchange Agent may reasonably require in connection therewith (except to each holder the extent any of record (as of immediately such documents have previously been received by Parent prior to the Effective TimeClosing from such Stockholder) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal“Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause a certificate representing the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each relevant shares of Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form Capital Stock (the “Uncertificated SharesCompany Stock Certificates”) (provided, however, such Company Stock Certificate shall not be required to be delivered to the Exchange Agent if Carta, pursuant to the Carta Letter, shall have theretofore confirmed the cancellation of such Company Stock Certificate), Parent shall cause the Paying Exchange Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof and/or issue to the Paying Agent by receipt holder of an “agent’s message” (or such other evidence, if any, Company Stock Certificate in exchange therefor the cash and/or stock portion 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 in respect thereof at Closing pursuant to this Section 3.81.6(b)(i) (less the amount of cash withheld and deposited in the Escrow Fund pursuant to Section 1.8(b)(iii) and less the amount of cash withheld and deposited in the Representative Fund pursuant to Section 1.8(b)(iv)) and the Company Stock Certificate so surrendered shall be cancelled (if not already cancelled by Carta). Until so surrenderedsurrendered (or cancelled by Carta), each Company Stock Certificate outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall after the First Merger Effective Time will be deemed, from and after the Effective Timefor all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, cash and stock amounts payable hereunder in exchange for shares of Company Capital Stock (without interest thereon, less any applicable withholding Tax pursuant interest). Subject to Section 3.8(e1.8(e), payable in no portion of the Merger Consideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect thereof to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (provided, however, such Company Stock Certificate shall not be required to be surrendered if Carta, pursuant to the provisions Carta Letter, shall have theretofore confirmed the cancellation of such Company Stock Certificate) and validly executed Exchange Documents pursuant hereto. For all purposes under this Article IIIAgreement the value attributable to a share of Parent Common Stock shall be the Parent Trading Price.

Payment Procedures. (a) Subject to the remainder of this Section 2.4(a), if the Milestone is achieved prior to the Milestone Deadline Date, Parent shall, within thirty (30) business days of the achievement of the Milestone, deliver to the Rights Agent a notice in writing (a “Milestone Notice”) indicating the achievement of the Milestone and that the Holders are entitled to receive the applicable Milestone Payment or Covered Equity Award Milestone Payment. (b) The Rights Agent shall promptly, and in any event within ten (10) business days of receipt of funds from Parent as required pursuant to Section 4.2, (i) With send each Holder at its registered address (or, in the case of Cede & Co., pursuant to the applicable procedures of DTC) a copy of such Milestone Notice and (ii) pay to each Holder, subject to receipt of cash from Parent in accordance with Section 4.2 and any letter of instruction reasonably required by the Rights Agent, an amount equal to the product of (x) the applicable Milestone Payment and (y) the number of CVRs (excluding Covered Equity Award CVRs, which are addressed by the next sentence) held by such Holder, which payment shall be made (x) by check mailed to the 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, (y) with respect to any certificate which such Holder that is due an amount in excess of $5,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the date of the Milestone Notice, by wire transfer of immediately prior available funds to the Effective Time represented outstanding Company Shares account specified on such instructions or (z) with respect to Cede & Co., by wire transfer of immediately available funds pursuant to the “Certificates”)applicable procedures of DTC. Notwithstanding the foregoing, with respect to any Covered Equity Award Milestone Payment, Parent and the Surviving Corporation shall or shall cause the Paying Agent one of its Subsidiaries as an agent on its behalf to mail, (A) promptly following the Effective Time (but achievement of the Milestone, notify the Rights Agent in no event later than writing of the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, Covered Equity Award Milestone Payments and (B) instructions for use in effecting prior to or substantially concurrently with the surrender payment of the Certificates (or affidavits Milestone Payments by the Rights Agent under this Section 2.4(b), pay to each Holder of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant Covered Equity Award CVRs, through Parent’s applicable payroll system, an amount equal to the provisions product of this Article III. Upon surrender (x) the applicable Covered Equity Award Milestone Payment and (y) the number of Certificates Covered Equity Award CVRs held by such Holder, provided that such payments shall be made no later than sixty (or affidavits 60) days following the achievement of loss in lieu thereofthe Milestone. (c) for cancellation If any funds delivered to the Paying Agent, together with such letter Rights Agent for payment to Holders as Milestone Payments remain undistributed to the Holders on the date that is one (1) year after the date of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsMilestone Notice, Parent shall cause be entitled to require the Paying Rights Agent to pay deliver to Parent or its designee any funds which had been made available to the Rights Agent in connection with such Milestone Payments and deliver as promptly as practicable after not disbursed to the Effective Time Holders (including, all interest and other income received by the Cash Amount payable for each Company Share represented by such Certificate pursuant Rights Agent in respect of all funds made available to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)it), and, thereafter, such Holders shall be entitled to look to Parent for the payment in respect of such Holder’s CVRs (subject to abandoned property, escheat and the Certificates so surrendered shall forthwith be canceled. (iiother similar applicable Legal Requirements) 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 case promptly following the Effective Time and upon surrender only as general creditors 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 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 Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure Milestone Payments 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7may be payable. (iiid) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any Milestone Payments delivered to a public official pursuant to any abandoned property, escheat or other similar applicable Legal Requirements. Any amounts remaining unclaimed by such Holders at such time at which such amounts would otherwise escheat to or become property of any Regulatory Authority shall become, to the extent permitted by applicable Legal Requirements, 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, Parent 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. (e) If the Milestone is not achieved prior to the Milestone Deadline Date, Parent shall, within thirty (30) days of the Milestone Deadline Date, deliver to the Rights Agent a notice in writing (a “Milestone Non-Achievement Notice”) indicating that the Milestone has not been timely achieved. The Paying Rights Agent shall accept such Certificates promptly, 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 any event within ten (10) business days of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender receipt, deliver a copy 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 Milestone Non-Achievement Notice to the provisions Holders. The Rights Agent will deliver to Parent a certificate certifying the date of this Article IIIdelivery of such Milestone Non-Achievement Notice to the Holders.

Payment Procedures. (i) With respect to any certificate which immediately At or prior to the Effective Time represented outstanding Time, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate (i) Option Consideration owed to all holders of Company Shares Options that are not Cash Rollover Company Options (the such Company Options, “CertificatesCashout Company Options”); (ii) RSU Consideration (other than Pre 2018 RSU Cash Amounts) owed to all holders of Company RSUs that are not Cash Rollover Company RSUs (such Company RSUs, Parent “Cashout Company RSUs”); and (iii) PSU Consideration owed to all holders of Specified Company PSUs that are not Cash Rollover Specified Company PSUs (such Specified Company PSUs, “Cashout Specified Company PSUs”). As soon as practicable after the Closing Date but in any event no later than the later of (x) three (3) Business Days following the Closing Date and (y) the first regularly scheduled payroll date following the Closing Date, the applicable holders of Cashout Company Options, Cashout Company RSUs and Cashout Specified Company PSUs (collectively, “Cashout Company Equity Awards”) will receive a payment from the Company or the Surviving Corporation, through its payroll system or payroll provider, of all amounts required to be paid to such holders in respect of such Cashout Company Equity Awards that are cancelled and converted pursuant to Section 2.8(a), Section 2.8(b) and Section 2.8(c) as applicable; provided, that if any payment owed to a holder of Cashout Company Equity Awards pursuant to Section 2.8(a), Section 2.8(b) or Section 2.8(c) as applicable, cannot be made through the Company’s or the Surviving Corporation’s payroll system or payroll provider, then the Surviving Corporation shall cause the Paying Agent will (i) by wire transfer or direct deposit, or (ii) by a check sent by overnight courier to mail, such holder promptly following the Effective Time Closing Date (but in no event later than the fifth later of (5thx) three (3) Business Day thereafter), to each holder of record (as of immediately prior to Days following the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, Closing Date and (By) instructions for use in effecting the surrender of first regularly scheduled payroll date following the Certificates (or affidavits of loss in lieu thereofClosing Date) in exchange for the 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 Paying Agent, together with provide such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant payment owed to such instructionsholder. Notwithstanding the foregoing, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 any such amounts relate to a Company RSU or required, any notice with respect Specified Company PSU that is nonqualified deferred compensation subject to the effectiveness Section 409A 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 proceduresCode, the Cash Amount payable for each Surviving Corporation shall pay such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable amounts at the earliest time permitted under the 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 applicable agreement, plan or arrangement relating to such Company RSU or Specified Company PSU that will not trigger a tax or penalty under Section 409A of 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 IIICode.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent and the Surviving Corporation Merger Sub shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (of Shares as of immediately prior to the Effective Time) of such Certificates : (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Company and Parent, Payment Agent); and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) the Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon Each holder of Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the Shares represented by a Certificate or Uncertificated Share, upon (x) surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent of a Certificate, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions thereto, letter of transmittal and such other documents as may reasonably be required pursuant to such instructionsrequested by the Payment Agent, Parent shall cause the 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 or (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (iiy) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemedas the case may be, from and after the Effective Time, to evidence Time each such Certificate or Uncertificated Share shall represent for all purposes only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. If Certificates are presented to the Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article I. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”)Time, Parent Holdco, Parent, Midco and the Surviving Corporation Company shall cause the Paying Agent to mailmail (or in the case of the Depositary Trust Company, promptly following the Effective Time (but in no event later than the fifth (5thdeliver) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of such Certificates Company Shares, including Company Shares which immediately prior to the Effective Time were (i) represented by a certificate or certificates (the "Certificates") and (ii) not represented by a certificate or certificates (the "Uncertificated Shares") which were cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(b), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, and only upon delivery of the Certificates to the Paying Agent), and/or (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share 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 Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after holders of the Effective Time the Cash Amount payable for each Company Share Shares represented by such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.7 3.1(b) (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause . Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares have been canceled, the holders of such Uncertificated Shares shall be entitled to pay and deliver receive in exchange therefor an amount in cash equal to the Cash Amount payable therefor product of the number of such Uncertificated Shares multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.1(b) (less any applicable withholding Tax pursuant to Section 3.8(e)), Taxes payable in each case promptly following the Effective Time and upon 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 fifth (5th) Business Day thereafterrespect thereof). 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred such confirmation by the Company with respect to the 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 Company Shares represented by the Certificates and the holders of such Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 3.83.2. 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, deemed from and after the Effective Time, to evidence only the right to receive an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share 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. (ii) Prior to the Effective Time, the Parent Parties and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (x) the Paying Agent will transmit to the Depositary promptly following the Effective Time an amount in cash in immediately available funds equal to the product of (1) the number of ADSs issued and outstanding immediately prior to the Effective Time multiplied by (2) the Per ADS Merger Consideration and (y) the Depositary will distribute the Per ADS Merger Consideration to ADS holders upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (including withholding Taxes if any) due to or incurred by the Depositary in connection with the cancellation of the ADSs surrendered and distribution of the aggregate Per ADS Merger Consideration to ADS holders. No interest will be paid or accrued on any amount payable in respect of the ADSs.

Payment Procedures. Within five (i5) With respect days following the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal in the form set forth in Exhibit D (a “Letter of Transmittal”) and a Joinder to each Preferred Stockholder at the address or e-mail address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any certificate which immediately of such documents have previously been received by Parent prior to the Effective Time represented outstanding Company Shares (the “Certificates”Closing from such Stockholder), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly following the Effective Time . Promptly (but in no event later more than five Business Days) following delivery to the fifth Exchange Agent 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 (5th) Business Day thereafter), except to each holder the extent any of record (as of immediately such documents have previously been received by Parent prior to the Effective TimeClosing from such Stockholder) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal“Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructionsa certificate representing shares of Company Capital Stock, if any (the “Company Stock Table of Contents Certificates”), (i) Parent shall cause the Paying Exchange 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or Stockholder for delivering such other evidenceExchange Documents and Company Stock Certificates, if any, the cash portion 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 in respect thereto pursuant to this Section 3.81.6(b)(i) at Closing as set forth in the Payment Spreadsheet and (ii) Parent shall cause its transfer agent to issue to the Stockholder the shares of Parent Common Stock issuable in respect thereto pursuant to Section 1.6(b)(i) 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 Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall after the Effective Time will be deemed, from and after the Effective Timefor all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration, Consideration payable hereunder in exchange for shares of Company Capital Stock (without interest thereon, less any applicable withholding Tax pursuant interest). Subject to Section 3.8(e1.7(e), payable in respect thereof pursuant no portion of the Merger Consideration will be paid to the provisions holder of this Article IIIany 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 validly executed Exchange Documents pursuant hereto. 1.5 A new Section 1.7(k) of the Merger Agreement is hereby added as follows:

Payment Procedures. (i) With respect to any certificate which immediately prior to As soon as reasonably practicable after the Effective Time represented outstanding Company Shares and in any event not later than the second (2nd) Business Day following the “Certificates”)Effective Time, Parent and the Surviving 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), shall mail to each holder of record (as of immediately prior Shares whose Shares were converted into the Merger Consideration pursuant to the Effective Time) of such Certificates Section 2.1, (A) a letter of transmittal (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 customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and otherwise shall be in such form and have such other provisions as Parent and the Company and Parentmay mutually agree) (provided that if the Paying Agent does not customarily require a letter of transmittal with respect to Book-Entry Shares or utilizes an online portal for holders of record with valid email addresses, no letter of transmittal shall be required to be mailed to such holders), and (B) 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 the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates to the Paying Agent (or effective affidavits of loss in lieu thereof) for cancellation or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittaltransmittal (if required), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required pursuant to such instructions, Parent shall cause by the Paying Agent Agent, the holder of such Certificates or Book-Entry Shares (other than holders of Cancelled Shares, Unconverted Shares or Dissenting Shares) shall be entitled to pay and deliver as promptly as practicable after receive in exchange therefor an amount in cash in U.S. dollars equal to the Effective Time product of (x) the Cash Amount payable for each Company Share number of Shares formerly 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, subject to all required Tax withholding as provided in Section 2.3(b)(iii) The Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))or affidavit of loss in lieu thereof and, and the Certificates if required by Parent, an indemnity bond) so surrendered or the Book-Entry Share shall be forthwith cancelled. No interest will be canceled. (ii) With paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event that any transfer or other similar Taxes become payable by reason of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or otherwise because of the payment of the applicable Merger Consideration in any name other than that of the registered holder, cash in U.S. dollars to be paid upon due surrender of the Certificate may be paid with respect to non-certificated Company such Shares represented in book-entry form (if 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 case promptly following the Effective Time and upon surrender thereof Certificate formerly representing such Shares is presented to the Paying Agent Agent, accompanied by receipt of an “agent’s message” (or all documents required to evidence and effect such other transfer and to evidence, if any, to the reasonable satisfaction 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 toAgent, and Parent shall cause the Paying Agent to, (A) deliver to DTC that any such Taxes have been paid 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7are not applicable. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as Each of Parent, 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 Agent, the benefit of holders of Company and 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 Surviving Corporation (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shareswithout duplication) shall be deemedentitled to deduct and withhold from amounts otherwise payable under this Agreement, from such amounts as are required to be withheld or deducted under the Code, or any provision of U.S. state or 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 after paid over to the Effective Timeapplicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid 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 person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding was made.

Payment Procedures. (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, As promptly as practicable following the Effective Time (but in no event later than the fifth two (5th2) Business Day Days thereafter), the Surviving Entity shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record (as of immediately prior to the Effective Time) of such Certificates a Certificate (A) a letter of transmittal in customary such form reasonably satisfactory to as the Company and ParentParent may reasonably agree (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 proper delivery of the Certificates (or affidavits of loss in lieu thereof subject to the posting of a bond as required by Section 3.5) to the Paying Agent, and which Letter of Transmittal shall be in such form and have such other customary provisions as the Company and Parent may reasonably agree upon prior to the Closing, 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 into which the number of shares of Company Common Stock previously represented by such Certificate shall have been converted pursuant to this Agreement (which instructions shall provide that, at the provisions election of this Article III. the surrendering holder, (1) Certificates may be surrendered by hand delivery or otherwise or (2) the Merger Consideration in exchange therefor may be collected by check or wire transfer to the surrendering holder). (ii) Upon surrender of Certificates a Certificate (or affidavits affidavit of loss in lieu thereofthereof subject to the posting of a bond as required by Section 3.5) for cancellation to the Paying Agent, together with such letter a Letter of transmittal, Transmittal duly completed and validly executed in accordance with the instructions thereto, and the holder of such other documents as may Certificate shall be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor the Paying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable Merger Consideration for each share of Company Share Common Stock formerly represented by such Certificate pursuant by check or wire transfer to be mailed or delivered by wire transfer, within two (2) Business Days following the later to occur of (A) the Effective Time or (B) the Paying Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof subject to the posting of a bond as required by Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)3.5), and the Certificates Certificate (or affidavit of loss in lieu thereof subject to the posting of a bond as required by Section 3.5) so surrendered shall be forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 fifth (5th) Business Day thereafter)cancelled. 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares (or affidavits of loss in lieu thereof subject to the posting of a bond as required by Section 3.5) upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal customary exchange practices. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed, at any time after the Effective Time, to represent only the right to receive, upon such surrender, the Merger Consideration as contemplated by this Article III. 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 the Certificates. (iii) Upon receipt by the Paying Agent of an “agent’s message” in customary form (or any other evidence, if any, of transfer as the Paying Agent may reasonably request), the Paying Agent shall, as promptly as practicable, issue and deliver to each holder of record of Book-Entry Shares the Merger Consideration that such Certificates and Uncertificated Shares holder has the right to receive pursuant to the provisions of Section 3.1(b), in each case without such holder being required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration payable in respect of the Book-Entry Shares. (iv) In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, it shall be a condition of payment that any Certificate surrendered in accordance with the procedures set forth in 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 Shares3.2(c) shall be deemedproperly endorsed or shall be otherwise in proper form for transfer, from or any Book-Entry Share shall be properly transferred, and that 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 of the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2(c), each share of Company Common Stock shall be deemed at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Consideration as contemplated by this Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III3.2.

Payment Procedures. Promptly following the Closing Date (ibut in no event more than three (3) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, and only upon delivery of the Certificates to the Payment Agent), and/or (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article III. I. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates shall be required pursuant entitled to receive in exchange therefor an amount in cash, payable by check or wire transfer of immediately available Funds to an account designated by such instructionsholder, Parent shall cause equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (x) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificate, by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by . Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in each case exchange therefor an amount in cash, payable by check or wire transfer of immediately available Funds to an account designated by such holder, equal to the extent product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, by (y) the Per Share Price (less any applicable or requiredwithholding taxes payable in respect thereof), any notice with respect to and the effectiveness of the Merger and any instructions for surrendering transferred 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) so surrendered shall forthwith be canceled. The Paying Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying 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 and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.81.8. 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, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, 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.I.

Payment Procedures. (ia) With respect Prior to any certificate which immediately the Closing, Acquiror shall appoint a paying agent (the “Paying Agent”) to act as the agent for the purpose of paying the Aggregate Transaction Consideration to the Members in accordance with the Consideration Spreadsheet. At or prior to the Effective Time represented outstanding Company Shares Time, Acquiror shall deposit with the Paying Agent (i) a cash amount in immediately available funds equal to the “Certificates”)Milk Cash Consideration, Parent and (ii) the Surviving Corporation Domesticated Acquiror Non-Economic Common Stock. For the avoidance of doubt, Purchaser Common Units issuable to the Members hereunder will be issued pursuant to a resolution of Acquiror LP at Closing. (b) Reasonably promptly after the Effective Time, Acquiror shall send or shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter)send, to each holder of record (Member listed on the Consideration Spreadsheet as of immediately prior to the Effective Time) of such Certificates (A) , a letter of transmittal in customary form reasonably satisfactory to and instructions (which shall specify that the Company and Parentdelivery shall be effected, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits risk of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions and title shall pass, only upon proper transfer of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation each share to the Paying Agent, together with such and which letter of transmittal, duly completed transmittal will be in customary form and validly executed in accordance have provisions with the instructions thereto, respect to withholding under Section 1446(f) and such other documents provisions as Acquiror may be required pursuant to reasonably specify) for use in such instructionsexchange (each, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(ea “Letter of Transmittal”)), and the Certificates so surrendered shall forthwith be canceled. (iic) With respect Each Member listed on the Consideration Spreadsheet, shall be entitled to nonreceive such portion of the Milk Cash Consideration and the Domesticated Acquiror Non-certificated Company Shares represented in book-entry form (Economic Common Stock set forth on the “Uncertificated Shares”)Consideration Spreadsheet, 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by 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) (but in no event later than the fifth (5th) Business Day thereafter). The Company , together with a duly completed and Parent shall cooperate to, validly executed Letter of Transmittal and Parent shall cause such other documents as may reasonably be requested by 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicesAgent. 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 transfer of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares any share Promptly following the date that is one (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares1) shall be deemed, from and year after the Effective Time, Acquiror may instruct the Paying Agent to evidence only deliver to Acquiror all documents in its possession relating to the right transactions contemplated hereby, and the Paying Agent’s duties shall terminate. Thereafter, any portion of the Milk Cash Consideration or Domesticated Acquiror Non-Economic Common Stock that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of Membership Units as of immediately prior to the Effective Time that has not exchanged such Membership Units for an applicable portion of the Milk Cash Consideration and the Domesticated Acquiror Non-Economic Common Stock in accordance with this Section 2.8 prior to the date that is one (1) year after the Effective Time, may transfer such Membership Units to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Merger ConsiderationMilk Cash Consideration and the Domesticated Acquiror Non-Economic Common Stock without any interest thereupon. None of Acquiror, without interest thereonthe Purchasers, less the Company or the Paying Agent shall be liable to any Person in respect of any of the Milk Cash Consideration and the Domesticated Acquiror Non-Economic Common Stock delivered to a public official pursuant to and in accordance with any applicable withholding Tax abandoned property, escheat or similar Laws. If any such Membership Units have not been transferred immediately prior to such date on which any amounts payable pursuant to Section 3.8(e)this Article II would otherwise escheat to or become the property of any Governmental Authority, payable in respect thereof pursuant any such amounts shall, to the provisions extent permitted by applicable Law, become the property of this Article IIIAcquiror, free and clear of all claims or interest of any Person previously entitled thereto.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (and in any event not later than five (5) Business Day following the “Certificates”Closing Date), Parent and the Surviving Corporation Company shall cause the Paying Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates Company Shares, including Company Shares which immediately prior to the Effective Time were (x) represented by a certificate or certificates (the “Certificates”) and (y) not represented by a certificate or certificates (the “Uncertificated Shares”) which were cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(b) (and excluding, for the avoidance of doubt, the Excluded Shares), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and ParentCertificates shall pass, only upon delivery of the Certificates 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 Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Promptly after a Dissenting Shareholder has effectively withdrawn or lost its, her or its appraisal rights under the BVI Companies Act, Parent shall cause the Paying Agent to mail to such Dissenting Shareholder such letter of transmittal and instructions. (ii) Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after holders of the Effective Time the Cash Amount payable for each Company Share Shares represented by such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.7 3.1(b) (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause . Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares have been canceled, the holders of such Uncertificated Shares shall be entitled to pay and deliver receive in exchange therefor an amount in cash equal to the Cash Amount payable therefor product of the number of such Uncertificated Shares multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.1(b) (less any applicable withholding Tax pursuant to Section 3.8(e)), Taxes payable in each case promptly following the Effective Time and upon 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 fifth (5th) Business Day thereafterrespect thereof). 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred such confirmation by the Company with respect to the 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 Company Shares represented by the Certificates and the holders of such Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 3.83.2. 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, deemed from and after the Effective Time, to evidence only the right to receive an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share 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. (iii) Remittances for the Per Share Merger Consideration shall not be sent to holders of Company Shares who are untraceable unless and until, except as provided below, they notify the Paying Agent of their current contact details. A holder of Company Shares will be deemed to be untraceable if (x) such Person has no registered address in the register of members (or branch register) maintained by the Company, (y) on the last two (2) consecutive occasions on which a dividend has been paid by the Company a check payable to such Person either (A) has been sent to such person and has been returned undelivered or has not been cashed or (B) has not been sent to such person because on an earlier occasion a check for a dividend so payable has been returned undelivered, and in any such case no valid claim in respect thereof has been communicated in writing to the Company or (z) notice of the Company Shareholders Meeting convened to vote on the Merger has been sent to such Person and has been returned undelivered. Monies due to Dissenting Shareholders and shareholders of the Company who are untraceable shall be returned to the Surviving Company on demand and held in a non-interest bearing bank account for the benefit of Dissenting Shareholders and shareholders of the Company who are untraceable. Monies unclaimed after a period of seven (7) years from the Closing Date shall be forfeited and shall revert to the Surviving Company.

Payment Procedures. (i) With respect As soon as reasonably practicable after the ------------------ Effective Time, the Surviving Corporation shall instruct the Exchange Agent to any mail to each holder of record of a certificate which or certificates that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (collectively, the “"Certificates”") whose shares were converted into the ------------ right to receive the Merger Consideration pursuant to Section 1.06(a), Parent and the Surviving 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 (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Certificates to the Exchange Agent and Parent, shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) ("Transmittal ----------- Letter") and (Bii) instructions for use in effecting the surrender of the ------ Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration payable ("Instructions"). Alternatively, the Company shall instruct the Exchange Agent ------------ to provide to any holder of shares of Company Common Stock, who so requests, in respect thereof pursuant to advance of the provisions of this Article IIIClosing a Transmittal Letter and Instructions. Upon surrender of Certificates (or affidavits of loss in lieu thereof) a Certificate for cancellation to the Paying Exchange Agent, together with such letter of transmittalTransmittal Letter, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as reasonably may be required pursuant to such instructionsby the Exchange Agent, Parent shall cause and acceptance thereof by the Paying Agent to pay Exchange Agent, which surrender and deliver as promptly as practicable acceptance may occur at the Closing or after the Effective Time Time, each holder of a Certificate shall receive in exchange therefor the Cash Amount payable for each Company Share represented by such Certificate pursuant to Merger Consideration specified in Section 3.7 (1.06(a) hereof, without interest thereon, less any applicable required withholding Tax pursuant to Section 3.8(e))taxes, and the Certificates Certificate so surrendered shall forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon 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 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Exchange Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Exchange 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 After the Effective Time, there shall be no further transfer on the books and records of the Company or its transfer agent of Certificates, and if Certificates are presented to evidence the Company for transfer, they shall be canceled against payment of the Merger Consideration as herein provided. If any payment of Merger Consideration is to be made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed, with the signature guaranteed, or otherwise in proper form for transfer and that 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 the Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.07, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest thereon, less any applicable required withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIItaxes.

Payment Procedures. (i) With respect Prior to any certificate which immediately the Closing, Buyer, the Company and the Payment Agent shall agree upon a form of letter of transmittal. The Company may distribute letters of transmittal in the form agreed upon by Buyer, the Company and the Payment Agent (each, a “Letter of Transmittal”) to certain Company Shareholders prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to mail, promptly Closing. As soon as reasonably practicable following the Effective Time (but in no event later than Closing, Buyer or the fifth (5th) Business Day thereafter)Payment Agent shall distribute Letters of Transmittal, to each holder of record (as of immediately prior Company Shareholder that has not already returned to the Effective TimePayment Agent a Letter of Transmittal distributed by the Company, at the address or email address set forth opposite each such Person’s name on the Closing Payment Spreadsheet. (ii) After receipt by the Payment Agent of such Certificates (A) a letter of transmittal and any other documents (including applicable tax forms) that Buyer or the Payment Agent may reasonably require in customary form reasonably satisfactory to connection therewith (the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal“Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent Buyer shall cause the Paying Payment Agent to pay and deliver as promptly as practicable after to the Effective Time holder of such Company Shares in exchange therefor the Cash Amount Total Closing Consideration payable for each Company Share represented by such Certificate in respect thereto pursuant to Section 3.7 1.3. No portion of the Total Closing Consideration shall be paid or payable to the holder of any Company Shares until the holder of such Company Shares and delivered validly executed Exchange Documents in accordance with the terms and conditions hereof. Notwithstanding the foregoing, Buyer shall cause the Payment Agent to pay to each Company Shareholder that has returned a Letter of Transmittal at least three (less any applicable withholding Tax 3) Business Days prior to the Closing Date and whose Company Share Closing Payment amounts to at least $10,000,000 in the aggregate, the Company Share Closing Payment payable in respect of such Company Shareholder’s Company Shares pursuant to Section 3.8(e)), and 1.3 at the Certificates so surrendered shall forthwith be canceledClosing. (iiiii) With respect In the event that any Person entitled to non-certificated consideration hereunder has outstanding loans from the Company Shares represented in book-entry form (or any Subsidiary as of the “Uncertificated Shares”)Effective Time, Parent shall cause the Paying Agent consideration payable to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax such Person pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof 1.3 shall be reduced by an amount equal to the Paying Agent by receipt of an “agent’s message” (or such other evidenceoutstanding principal plus accrued interest, if any, of transfer such Person’s loans 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 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 plus any other amounts owed by such Person to the Company Shares held of record by DTC or its nominees in accordance with DTCany Subsidiary (collectively, such Person’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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“Loan Repayment Amount”). No interest Such loans shall be paid or accrued for satisfied as to the benefit of holders of amount by which the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares consideration is reduced pursuant to this Section 3.82.3(c)(iii). Until To the extent the consideration payable to such Person is so surrenderedreduced, outstanding Certificates and Uncertificated Shares such amount shall be treated for all purposes under this Agreement as having been paid to such Person. (other than Certificates and Uncertificated Shares representing any Canceled iv) The cash amounts paid in respect of the cancellation of Company Shares or Dissenting in accordance with the terms of this Agreement shall be deemed to be full satisfaction of all rights pertaining to such Company Shares) , and there shall be deemed, from and after no further registration of transfers on the records of the Surviving Corporation of Company Shares which were outstanding immediately prior to the Effective Time. (v) Notwithstanding anything to the contrary in this Section 2.3, none of Buyer, the Payment Agent, the Surviving Corporation, nor any party hereto shall be liable to evidence only the right any Person for any amount paid to receive the Merger Consideration, without interest thereon, less a public official pursuant to any applicable withholding Tax pursuant to Section 3.8(e)abandoned property, payable in respect thereof pursuant to the provisions of this Article IIIescheat or similar law.

Payment Procedures. (ia) With If a CVR Payout Transaction occurs, then no later than 45 days following such CVR Payout Transaction, Stonepeak or the Company shall deliver to the Independent Accountant a certificate which outlines Stonepeak’s or the Company’s calculation of the Proceeds with respect to such CVR Payout Transaction and the recipients thereof (the “Calculation Certificate”), which such Calculation Certificate and the information contained therein shall be deemed to be Confidential Information. (b) During the 30 day period after the Calculation Certificate is delivered to the Independent Accountant in accordance with Section 2.5(a) (the “Review Period”), the Company shall permit, and shall cause its Subsidiaries to permit, the Independent Accountant to have access to the records of the Company or its Subsidiaries as may be reasonably necessary to investigate the basis for the Calculation Certificate. For the avoidance of doubt, only if the Company did not engage an Independent Accountant at the time of a prior Related Party Transaction in accordance with Section 4.1(a), the Independent Accountant may review as part of its investigation under this Section 2.5(b) whether a prior Related Party Transaction that was undertaken by the Company was on arm’s length terms for purposes of performing calculations hereunder. If an Independent Accountant reviewing a prior Related Party Transaction pursuant to this Section 2.5(b) determines that such Related Party Transaction is not on arm’s lengths terms, then the Independent Accountant shall determine if the transaction had or would have the effect of circumventing or reducing payment to the Holders hereunder and, if so, then any payments or amounts paid by the Company or any of its Subsidiaries in excess of arm’s length terms shall reduce the Pay-Out Threshold by the amount that is in excess of arm’s length terms. At the end of the Review Period, the Independent Accountant will certify its approval of the Calculation Certificate, as amended (if applicable) to reflect its good faith judgement of the calculation of the Proceeds with respect to such CVR Payout Transaction and the recipients thereof, and such Calculation Certificate will be deemed final, conclusive and binding (absent intentional fraud or manifest error) on the parties hereto and every Holder for all purposes of this Agreement. Within five Business Days following the end of the Review Period, Stonepeak or the Company shall Make Available such final Calculation Certificate and deliver such final Calculation Certificate to the CVR Agent. (c) If, following the Review Period or, if applicable, completion of the procedure set forth in Section 2.6(a), there is a Proceeds amount distributable or payable to the CVR Agent on behalf of the Holders, the Company or Stonepeak, as applicable, will deposit with the CVR Agent cash or other applicable consideration in an amount equal to the Proceeds payable. On the date (a “CVR Payment Date”) that is not more than five Business Days after receipt of such Proceeds (or any other Proceeds received by the CVR Agent under Section 2.4(a)), the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Proceeds 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 certificate which immediately prior to Holder who has provided the Effective Time represented outstanding Company Shares (CVR Agent with wire transfer instructions meeting the “Certificates”)CVR Agent’s requirements, Parent and the Surviving 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 by wire transfer of immediately prior to the Effective Time) of such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent, 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 of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant available funds to such instructions, Parent shall cause the 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 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceledaccount. (iid) 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 case promptly following the Effective Time and upon 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 fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, the CVR Agent will be entitled to deduct and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nomineeswithhold, or cause to holders of Uncertificated Sharesbe deducted or withheld, in each case from the Proceeds or any other amount payable to the extent applicable Holders pursuant to this Agreement, such amount as the Company or required, any notice the CVR Agent is required to deduct and withhold with respect to the effectiveness making of any such payment under the Code, or any provision of state, local or non-U.S. Tax law. The Holders will deliver to the Company or the CVR Agent, as applicable, at the time or times reasonably requested by the Company or the CVR Agent, as applicable, such properly completed and executed documentation reasonably requested by the Company or the CVR Agent, as applicable, as will permit the Company or the CVR Agent to determine the appropriate amount of withholding. To the extent that amounts 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. (e) The CVR Agent shall have no duty or obligation to calculate, verify or confirm the accuracy, validity or sufficiency of any Proceeds, Proceeds any amounts paid hereunder, the Pay-Out Threshold, or any other amount under this Agreement. (f) Stonepeak, the Company’s and CVR Agent’s obligation to pay any Proceeds 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 restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of any Proceeds and the payments being otherwise lawful. (g) If Stonepeak or the Company requests in writing to the CVR Agent, any funds comprising the cash deposited with the CVR Agent under Section 2.5(c) that remain undistributed to the Holders 12 months after a CVR Payment Date shall be delivered to Stonepeak 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 escheatment obligations of the Merger and CVR Agent with respect to such funds shall terminate. Notwithstanding any instructions for surrendering Uncertificated Shares and (B) establish procedures with other provisions of this Agreement, any portion of the Paying funds provided by or on behalf of the Company to the CVR Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable remains unclaimed 36 months after the Effective Time, upon surrender termination of Company Shares held of record by DTC or its nominees this Agreement in accordance with DTCSection 7.7 (or such earlier date immediately prior to such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) shall, to the extent permitted by law, become the property of Stonepeak, 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. (h) All funds received by the CVR Agent under this Agreement that are to be distributed or applied by the CVR Agent in the performance of services hereunder shall be held by the CVR Agent as agent for the Company and deposited in one or more bank accounts to be maintained by the CVR Agent in its name as agent for the Company, and such funds shall be free of any claims by the Company or Stonepeak other than reversionary rights and as set forth in Section 2.5(g), and separate from any potential bankruptcy estate of the Company or Stonepeak. The CVR Agent shall have no responsibility or liability for any diminution of the funds that may result from any deposit made by the CVR Agent 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 the CVR Agent ’s customary surrender procedureswillful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). The CVR Agent may from time to time receive interest, dividends or other earnings in connection with such deposits. The CVR Agent shall not be obligated to pay such interest, dividends or earnings to Stonepeak, the Cash Amount payable Company, any Holder or any other Person. Notwithstanding anything to the contrary herein, Stonepeak or the Company (depending on which receives Proceeds in connection with any CVR Payout Transaction) shall be responsible for providing the CVR Agent with sufficient funds to satisfy its payment obligations to the Holders. (i) The parties hereto agree to treat the Contingent Value Rights for all U.S. federal and applicable state and local Tax purposes as (a) additional consideration for or in respect of the Shares pursuant to the Prepackaged Plan and (b) a “closed transaction” in which the fair market value of the Contingent Value Rights, as determined by a third party valuation expert, is included in income in the taxable year of the Confirmation Order and, in each such Uncertificated Share case, none of the parties hereto will take any position to the contrary on any Tax return, any other filing with a Governmental Entity related to Taxes or for other Tax purposes except as otherwise required by a Final Determination. The Company or CVR Agent, as applicable, shall report imputed interest on the Contingent Value Rights pursuant to Section 3.7483 of the Code, to the extent required by applicable law. (iiij) The Paying Notwithstanding anything to the contrary herein, the CVR Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance be responsible for information reporting required under applicable law with such reasonable terms and conditions as respect to 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 Contingent Value Rights, including reporting the benefit of holders fair market value of the Certificates and Uncertificated Shares on the Merger Consideration payable Contingent Value Rights upon the surrender Holders’ receipt of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (Contingent Value Rights on IRS Form 1099-B or 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 form to the provisions extent required under applicable law. The Company shall provide the CVR Agent with the fair market value of this Article IIIthe Contingent Value Rights.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (and in any event within three (3) Business Days following the “Certificates”Effective Time), Parent and the Surviving Corporation shall Company will cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective Time) of such Certificates (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding Shares (other than Section 102 Shares and Owned Company Shares) (the “Certificates”); and (ii) subject to the last sentence of this Section 2.9(c), uncertificated Shares that represented outstanding Shares (other than Section 102 Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent or transfer of the Uncertificated Shares, as the case may be); (B) a declaration and/or a Valid Withholding Certificate (or such other forms as are required under any applicable Tax Law) in which the beneficial owner of Company and ParentOrdinary Shares provides certain information reasonably necessary for Parent or the Withholding Agent to determine whether any amounts need to be withheld from the Exchange Fund payable to such beneficial owner pursuant to the terms of the ITO (in each case, subject to the terms of the Withholding Tax Ruling, if obtained), the Code, or any provision of state, local, Israeli or non-Israeli Law; and (BC) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares (including customary provisions with respect to delivery of an “agent’s message” (or affidavits such other evidence, if any, of loss in lieu thereoftransfer as the Payment Agent may reasonably request) with respect to Uncertificated Shares) in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates will be entitled to receive, and such other documents as may be required pursuant to such instructions, the Parent and the Surviving Company shall cause instruct the Paying Payment Agent to pay and deliver as promptly as practicable after such holders, in exchange therefor an amount in cash equal to the Effective Time product obtained by multiplying (x) the Cash Amount payable for each Company Share aggregate number of Shares represented by such Certificate pursuant to Section 3.7 by (y) the Per Share Price (less any applicable withholding Tax pursuant to Section 3.8(e)Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceled. (ii) 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 case promptly following the Effective Time and upon surrender thereof to the Paying Agent by . Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Parent or Payment 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 case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive, and the Parent and the Surviving Company shall instruct the Payment Agent to pay such holders, in each case exchange therefor an amount in cash equal to the extent applicable or required, any notice with respect to product obtained by multiplying (1) the effectiveness aggregate number of the Merger and any instructions for surrendering Shares represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying transferred Uncertificated Shares so surrendered will be canceled. The Payment 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer Share Price, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) With respect to any certificate which immediately prior to No more than two (2) Business Days after the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and the Surviving 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), mail to each holder of record of Common Stock and Preferred Stock (as other than those shares of immediately prior Preferred Stock that have been redeemed by the Company pursuant to the Effective TimeSection 3.1(d)) (i) a form of such Certificates letter of transmittal (which shall (A) a letter specify that delivery shall be effected, and risk of transmittal loss and title to the Stock Certificates held by such Person shall pass, only upon proper delivery of the Stock Certificates to the Paying Agent, (B) be in customary form reasonably satisfactory acceptable to Parent with no representations or warranties or indemnities from holders thereof other than customary representations and warranties from such holders with respect to ownership of such stock and the Company right and Parentauthority to sell such stock, and (BC) have such other provisions as Parent may reasonably specify (including an affidavit of non-foreign status of each of the holders that complies with Section 1445 of the Code) and shall be in form and substance reasonably satisfactory to Parent), and (ii) instructions for use in effecting the surrender of the Stock Certificates (or affidavits of loss in lieu thereof) the appropriate documentation in exchange for the applicable Merger Consideration payable Consideration, in respect thereof pursuant to each case in accordance with, and subject to, the provisions terms of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) a Stock Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may reasonably be required pursuant to such instructions, Parent shall cause by the Paying Agent to pay and deliver consistent with this Section 3.2(b), as promptly as practicable after of the Effective Time Time, the Cash Amount payable for each Company Share holder of such Stock Certificate shall be entitled to receive in exchange therefor the applicable Merger Consideration into which the shares formerly represented by such Stock Certificate pursuant shall have been converted pursuant, and subject, to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e))the terms of this Article III, and the Certificates Stock Certificate so surrendered shall forthwith be canceledcancelled. (ii) With respect On or prior to non-certificated the date the Company Shares represented solicits any Consents, the Company shall send a notice of redemption to notify each holder of issued and outstanding shares of Preferred Stock, in book-entry form each case, in accordance with the terms of the Company's certificate of incorporation, any other document or instrument governing the terms of such Preferred Stock and applicable Law. In addition, the Company will notify each holder of Preferred Stock at least five (5) days prior to the “Uncertificated Shares”Closing of the Board of Directors' decision as to whether shares of the Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock shall be redeemed in accordance with the terms of the Company's certificate of incorporation and Section 3.1(d). If any such shares are to be redeemed, Parent shall cause the Paying Agent holders of such shares will be afforded the opportunity to pay convert such shares into Common Stock immediately prior to and deliver conditioned upon the Cash Amount payable therefor (less occurrence of the Closing and in accordance with the Company's certificate of incorporation. Upon surrender of a Preferred Stock Certificate representing any applicable withholding Tax share of Series A Preferred Stock, Series B Preferred Stock or Series C Preferred Stock to be redeemed pursuant to Section 3.8(e)3.1(d) and this Section 3.2(b)(ii), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or together with such other evidence, if any, of transfer documents as the Paying Agent may reasonably request) (but in no event later than be required by the fifth (5th) Business Day thereafterCompany or Parent, such holder of record of such Preferred Stock Certificate shall be entitled to receive the applicable redemption amount contemplated by Section 3.1(d). The Company and Parent shall cooperate to, and Parent such Preferred Stock Certificate surrendered 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 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7forthwith be cancelled. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions In the event of a transfer of ownership of a share of a Company Security that is not registered in the stock transfer books of the Company, the proper amount of Merger Consideration (as the Paying Agent may impose to effect an orderly exchange thereof determined in accordance with normal with, and subject to, the terms this Article III) may be paid in exchange practicestherefor 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 accompanied by all the documents required by this Section 3.2(b), 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 Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares shall accrue on the Merger Consideration cash 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 IIICertificate.

Payment Procedures. (i) With respect to any certificate which immediately prior to Promptly following the Effective Time represented outstanding Company Shares (the “Certificates”and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares, Dissenting Company Shares, Company Restricted Shares and Company PSUs, as applicable) of such Certificates one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (Aother than Owned Company Shares, Dissenting Company Shares, Company Restricted Shares and Company PSUs, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and ParentCertificates will pass, only upon delivery of the Certificates to the Payment Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration Per Share Price payable in with respect thereof to the shares of Company Common Stock formerly represented thereby pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other documents as may Certificates will be required pursuant entitled to such instructions, Parent shall cause receive in exchange therefor an amount in cash equal to the Paying Agent to pay and deliver as promptly as practicable after product obtained by multiplying (a) the Effective Time the Cash Amount payable for each aggregate number of shares of Company Share Common Stock represented by such Certificate pursuant to Section 3.7 Certificates by (less any applicable withholding Tax pursuant to Section 3.8(e))b) the Per Share Price, and the Certificates so surrendered shall will forthwith be canceled. cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (iiother than Owned Company Shares, Dissenting Company Shares, Company Restricted Shares and Company PSUs, as applicable) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause ) will be required to deliver a Certificate or an executed letter of transmittal to the Paying Payment Agent in order to pay and deliver receive the Cash Amount payable therefor (less any applicable withholding Tax payment that such holder is entitled to receive pursuant to Section 3.8(e))2.7 with respect to such Uncertificated Shares. In lieu thereof, in each case promptly following the Effective Time and such record holder, upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Paying Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s Uncertificated Shares by (but in no event later than 2) the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate toPer Share Price, 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 Merger and any instructions for surrendering such 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 Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) 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 practicesbe cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated Shares pursuant to this Section 3.82.9(c). Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall will be deemed, deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, Per Share Price 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 IIISection 2.7.