Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as practicable after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (ii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably specifyagree prior to the Closing Date) and (iiiii) 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. Upon surrender of a Certificate (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 (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall shall, subject to Section 2.3, be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall pay any have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate or establish surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, 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. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (ithe "Certificates"), (A) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall will be in such form and shall have such other provisions as Parent the Surviving Corporation reasonably may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (1) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (2) the Merger Consideration, and the Certificate so surrendered shall will forthwith be canceledcancelled. 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, the proper amount of cash may No interest will be paid in exchange therefor or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered is registered if such Certificate shall will be properly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall will pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the surrendered Certificate or establish established to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b3.2(b)(i), each Certificate shall (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly following the Effective Time (but and in any event within five (5) Business Days) after Days thereafter), Parent and the Effective Time, Surviving Corporation shall cause the Paying Payment Agent shall to mail to each holder of record as of a Certificate immediately prior to the Effective Time of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Payment Agent), and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationPer Share Price payable with respect to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7(a). Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the amount of cash into which product obtained by multiplying (x) the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership aggregate number of shares of Company Common Stock represented by such Certificates by (y) the Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is not registered entitled to receive pursuant to Section 2.7(a) in respect of such Uncertificated Shares. In lieu thereof, any such record holder, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer records of as the CompanyPayment Agent may reasonably request), the proper amount of cash may will be paid entitled to receive in exchange therefor an amount in cash equal to a Person other than the Person in whose name product obtained by multiplying (1) the Certificate so surrendered is registered if aggregate number of shares of Company Common Stock represented by such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer holder’s transferred Uncertificated Shares by (2) the Per Share Price, and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall transferred Uncertificated Shares will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationcancelled. No interest will be paid or will accrue accrued for the benefit of holders of the Certificates and Uncertificated Shares on the cash Per Share Price payable upon the surrender of any Certificatesuch Certificates and transfer of Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof pursuant to Section 2.7(a).

Payment Procedures. Promptly following the Effective Time (but and in any event within five (5) Business Days) after ), Parent and the Effective Time, Surviving Corporation will cause the Paying Payment Agent shall to mail to each holder of record (as of a Certificate immediately prior to the Effective Time) of (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 (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger ConsiderationPer Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the amount product obtained by multiplying (x) the aggregate number of cash into which the shares of Company Common Stock formerly Shares represented by such Certificate shall have been converted pursuant to Section 2.1(cCertificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificate Certificates so surrendered shall will forthwith be canceledcancelled. In Upon receipt of an “agent’s message” by the event Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the CompanyUncertificated Shares, the proper amount holders of cash may such Uncertificated Shares will be paid entitled to receive in exchange therefor an amount in cash equal to a Person other than the Person 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 withholding Taxes payable in whose name respect thereof), and the Certificate transferred Uncertificated Shares so surrendered is registered if will be cancelled. The Payment Agent will accept such Certificate shall be properly endorsed or shall otherwise be Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationaccordance with normal exchange practices. No interest will be paid or will accrue accrued for the benefit of holders of the Certificates and Uncertificated Shares on the cash Per Share Price payable upon the surrender of any Certificatesuch Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated 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 (but i) As soon as possible after the Effective Time (and in any event within five three (53) Business Days) after Days thereafter), Parent and the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (iother than Excluded Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and shall have such other provisions as Parent and the Company may reasonably specifyagree) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate for cancellation (or affidavit of loss in lieu thereof) 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 customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the an amount of cash into which in immediately available funds equal to (x) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.1(c2.10(h)), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash payment may be paid in exchange therefor made to a Person other than the Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will shall be paid or will accrue on the any cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate Company Common Stock (i) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by Certificates, 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 which shall be in such form and shall have such other provisions as Parent and the Company may reasonably specifyagree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentAgent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding taxes, the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)surrendered, and the Certificate so any Certificates surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate so surrendered or Book-Entry Share in exchange therefor is registered if such Certificate registered, it shall be properly endorsed a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article III, without interest.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of a Certificate Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock Merger Consideration for each Share formerly represented evidenced by such Certificate, and such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith then be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, payment of the proper amount of cash Merger Consideration may be paid in exchange therefor made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate Shares shall be properly endorsed or shall otherwise be in proper form for transfer and the Person person requesting such payment shall pay any have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate or establish established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b)3.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration to which the holder of such Certificate is entitled pursuant to this Article III. No interest will shall be paid or will accrue on the any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article III.

Payment Procedures. Promptly (but in any event within five (5a) Business Days) As soon as reasonably practicable after the Effective Time, Buyer shall cause the Paying Agent shall exchange agent selected by Buyer (the "Exchange Agent") to mail to each holder the former shareholders of record Seller and former holders of a Certificate (i) a letter of Seller Rights appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Exchange Agent), the holder . The certificate or certificates of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Seller Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate instruments representing Seller Rights so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may reasonably require. In the event of a transfer of ownership of shares of Company Seller Common Stock represented by certificates that is not registered in the transfer records of the CompanySeller, the proper amount of cash Merger Consideration payable for such shares as provided in Section 3.1 may be paid issued to a transferee if the certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if for such Certificate shall be properly endorsed lost, stolen or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender destroyed certificate the Merger ConsiderationConsideration as provided for in Section 3.1. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the ------------------ Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or any subsidiary of the Company or Parent, Purchaser or any other subsidiary of Parent or the Shareholder) of a Certificate certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding Shares (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (x) the shares number of Company Common Stock formerly Shares represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may Absolutely no interest shall be paid in exchange therefor or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly promptly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the surrendered Certificate or establish have established to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b5.2(b), each Certificate (other than Certificates representing the Shares owned by Parent, any subsidiary of Parent or the Shareholder or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Upon surrender to the Paying Agent shall mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), Agent shall pay to the holder of such Certificate shall be entitled the aggregate Price Per Share attributable to receive in exchange therefor the amount number of cash into which the shares of the Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and such Certificate will then be cancelled. Until surrendered in accordance with the provisions of this Section 1.11, each Certificate so surrendered (other than Certificates representing Dissenting Shares and Certificates representing shares covered by Section 1.9(b)) will represent for all purposes only the right to receive the aggregate Price Per Share relating thereto. No interest shall forthwith accrue or be canceledpaid in respect of cash payable upon the surrender of Certificates. In After the event Effective Time, holders of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records Certificates shall cease to have any rights as shareholders of the Company, the proper amount except as provided herein or under applicable state corporation law. If any payment of cash may in respect of cancelled shares of the Company Common Stock is to be paid in exchange therefor to a Person other than the Person in whose name registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Paying Agent any transfer and or other Taxes required by reason as a result of the such payment to a Person other than the registered holder of such Certificate shares or establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax either has been paid or is not applicablepayable. Until surrendered as contemplated by Any consideration otherwise payable pursuant to this Section 2.2(b), each Certificate Agreement shall be deemed at any time after subject to all applicable federal, state and local Tax withholding requirements. For purposes of this Agreement, "Tax" (including, with correlative meaning, the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid terms "Taxes" and "Taxable") means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, transfer, employment, unemployment disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or will accrue on the cash payable upon surrender assessments of any Certificatenature whatsoever, together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax. For purposes of this Agreement, "Person" means an individual, corporation, partnership, limited liability company association, trust, unincorporated organization, entity or group (as defined in the Securities and Exchange Act of 1934, as amended (the "Exchange Act")).

Payment Procedures. Promptly (but in any event within five (5) Business Days) after following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate or certificates (the “Certificates”) and each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock held in book-entry form, in each case which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent or delivery of an agents’ message in respect of shares held in book-entry form, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration payable in respect thereof pursuant to Section 2.1(c)the provisions of this Article II, and the Certificate Certificates so surrendered shall forthwith be canceled. In The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event 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 a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records holders of the Company, Certificates on the proper amount of cash may be paid in exchange therefor to a Person other than Merger Consideration payable upon the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder surrender of such Certificate or establish Certificates pursuant to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on Consideration payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after As promptly as practicable following the Effective Time, Parent and Merger Sub shall cause the Paying Exchange Agent shall to mail to each holder of record (as of a Certificate immediately prior to the Effective Time) of shares of Non-Electing Shares (i) a letter of transmittal in customary form and containing customary provisions (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 transfer of the Uncertificated Shares to the Paying Exchange Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) (a “Letter of Transmittal”) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation Consideration payable in respect thereof pursuant to the Paying Agent, together with such letter provisions of transmittal, duly this Article II. Each holder of Electing Shares shall have previously completed and validly executed delivered to the Exchange Agent a Letter of Transmittal in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the Section 2.7(f)(ii) above. Each holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer records of the Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate Uncertificated Shares. Until so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and transferred, as the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of case may be, each such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate Uncertificated Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. No interest will shall be paid or will accrue accrued on the cash payable upon the surrender or transfer of any Certificatesuch Certificate or Uncertificated Share.

Payment Procedures. Promptly after the Effective Time (but in any no event within five (5) Business Days) after more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, the Paying Agent shall mail to each a holder of record of a Certificate Company Common Stock (other than the Company Common Stock to be canceled in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably specifyagree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Paying Payment Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other provisions as Parent Concord may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which Merger Consideration payable with respect to the shares of Company Common Stock formerly Shares represented by such Certificate shall have been converted pursuant to Section 2.1(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event that a holder has lost or misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Concord so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of shares of Company Common Stock that Shares which is not registered in the transfer records of the Company, payment of the proper amount of cash applicable Merger Consideration may be paid in exchange therefor made to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered if presented to the Payment Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration with respect thereto as contemplated by this Section 2.2. No interest will shall accrue or be paid to any beneficial owner of Shares or will accrue on any holder of any Certificate with respect to the cash Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly As soon as reasonably practicable, but no later than the fifth (but in any event within five (55th) Business Days) day, after the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of a Certificate Common Shares (other than Excluded Shares and any Dissenting Shares) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent 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 such form and shall have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate or Book-Entry Share for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents”), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the amount of cash into which the shares of Merger Consideration for each Company Common Stock Share formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, the proper amount of cash Merger Consideration may be issued and paid in exchange therefor accordance with this Article II to a Person other than the Person in whose name transferee of such shares if the Certificate so surrendered evidencing such shares is registered if such Certificate shall be presented to the Paying Agent and is properly endorsed or shall otherwise be in proper form for transfer transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting such payment shall of the Merger Consideration must either pay any transfer and Transfer Tax or other Taxes required by reason of the payment to a Person other than the registered holder of such the Certificate so surrendered or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.2(b)2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger ConsiderationConsideration for each share of Company Shares (other than Excluded Shares and any Dissenting Shares) formerly represented by such Certificate or Book-Entry Share. No interest will The Payment Fund shall not be paid used for any purpose other than as set forth in this Article II. Any interest, dividends or will accrue other income earned on the investment of cash payable held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of any Certificatethe Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or Book-Entry Shares.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and associated Company Rights (the "Certificates") whose shares and associated Company Rights are converted pursuant to Section 3.01(c) into the right to receive the Merger Price (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationPrice. Upon surrender of a Certificate for cancellation to the Paying Payment Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing the amount of cash into which the shares Merger Price per share of Company Common Stock formerly represented by thereby, which such Certificate shall have been converted holder has the right to receive pursuant to Section 2.1(c)the provisions of this Article III, and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any Certificate be entitled to receive interest on any funds to be received in the Merger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of shares of Company Common Stock that which is not registered in the transfer records of the Company, the proper amount of cash Merger Price may be paid in exchange therefor issued to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Company Common Stock is registered if presented to the Payment Agent accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b3.02(b), 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. No interest will be paid or will accrue on the cash payable upon surrender Price per share of any CertificateCompany Common Stock represented thereby as contemplated by this Article III.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in any no event within more than five (5) Business Days) after business days thereafter), the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent the Surviving Corporation or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the such Certificate so surrendered shall be forthwith be canceledcancelled. In The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of shares of Company Common Stock that is not registered Paying Agent may impose to effect an orderly exchange thereof in the transfer records accordance with normal exchange practices. If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.2(b)3.2, each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue accrued on the cash any amount payable upon due surrender of any Certificatethe Certificates.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock Merger Consideration, without interest, for each Share formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, 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. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Parent and the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a Certificate certificate or certificates which immediately prior the Effective Time evidenced outstanding Shares (the "Certificates"), (i) a letter Letter of transmittal (which shall specify Transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.8(e)) to the Paying Payment Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate for cancellation or submission of an affidavit of loss in lieu thereof in accordance with Section 2.8(e) herein to the Paying Agent, Payment Agent together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor and the Payment Agent shall send to the holder of such Certificate a check in the amount (after giving effect to any required tax withholdings) equal to the Merger Consideration multiplied by the number of cash into which the shares of Company Common Stock formerly Shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event Such payment shall be mailed promptly after receipt of such Certificate together with a transfer properly completed Letter of ownership of shares of Company Common Stock that is not registered in the transfer records Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of the CompanyCertificates. Until so surrendered, each such Certificate shall represent after the proper amount Effective Time for all purposes only the right to receive such Merger Consideration, without interest thereon. If any portion of cash may the Merger Consideration is to be paid in exchange therefor to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Payment Agent any transfer and or other Taxes taxes required by reason as a result of the such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Payment Agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificatepayable.

Payment Procedures. Promptly (but in any event within five (5i) Business Days) after As promptly as practicable following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail (and to make available for collection by hand) to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Common Stock (i) a letter of transmittal (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, Agent and which shall be in such the form and shall have such other provisions as Parent and the Company may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration into which the number of shares of Common Stock previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than five (5) Business Days after the Effective Time. Upon surrender of a Certificate for cancellation Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Paying Agent, including by the entry through a book-entry transfer agent of the 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 customary documents as may customarily and reasonably be required by the Paying Agent), the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash equal to the amount product of cash into which (A) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(cholder’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 Taxes), and the Certificate so surrendered shall forthwith . No interest will be canceledpaid 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 Company Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the proper amount of cash Certificate may be paid in exchange therefor to such a Person other than the Person in whose name transferee if the Certificate so surrendered formerly representing such shares of Common Stock is registered if presented to the Paying Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer and other applicable Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b)The Merger Consideration, each Certificate paid in full (less any applicable withholding Taxes) with respect to any share of Common Stock in accordance with the terms hereof, shall be deemed at any time after the Effective Time to represent only the right have been paid in full satisfaction of all rights pertaining to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender shares of any CertificateCommon Stock.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after As promptly as practicable following the Effective Time, Parent and Merger Sub shall cause the Paying Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Common Stock (other than shares cancelled pursuant to Section 2.7(a)(ii) hereof and Dissenting Shares) (i) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates 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 (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration payable in respect thereof pursuant to Section 2.1(c)the provisions of this Article II, and the Certificate Certificates so surrendered shall forthwith be canceled. In The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event 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 a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records holders of the Company, Certificates on the proper amount of cash may be paid in exchange therefor to a Person other than Merger Consideration payable upon the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder surrender of such Certificate or establish Certificates pursuant to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time to represent evidence only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on Consideration payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Payment Procedures. Promptly As soon as reasonably practicable (but and in any event within not later than five (5) Business Daysbusiness days) after the Effective TimeInitial Distribution Date, the Paying Agent Surviving Corporation shall mail cause to be mailed to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares are converted pursuant to Section 2.1(c) into the right to receive the merger consideration described in Section 2.1(c), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the portions, if any, of the Merger ConsiderationPrice and Incremental Amount, if any, deposited with the Payment Agent on the Initial Distribution Date. Upon surrender of a Certificate for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)its terms, the holder of such Certificate shall be entitled to receive in exchange therefor a check representing such portion, if any, of the amount of cash into which the shares Merger Price and Incremental Amount, if any, per share of Company Common Stock formerly represented by thereby which such Certificate shall have been converted holder has the right to receive pursuant to the provisions of Section 2.1(c), and the Certificate so surrendered shall forthwith be canceledcancelled. In Except as otherwise provided in this Agreement, the Tax Escrow Agreement or the Escrow Agreement, in no event shall the holder of a transfer of ownership of shares of Company Common Stock that is not registered any Certificate be entitled to receive interest on any funds to be received in the transfer records of the Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableMerger. Until surrendered as contemplated by this Section 2.2(b2.4(b), each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificatemerger consideration provided for in this Agreement.

Payment Procedures. Promptly (a) No later than forty-five (45) days following (i) in the case of Gross Proceeds actually received by the Public Company during the CVR Period, any Calendar Quarter in which Gross Proceeds are actually received by the Public Company and (ii) in the case of Gross Proceeds received after the expiration of the CVR Period, but pursuant to a Legacy Asset Disposition Agreement entered into during the CVR Period, the receipt of such Gross Proceeds received after the expiration of the CVR Period, Public Company shall (i) deliver to the Rights Agent, a certificate certifying to and specifying in reasonable detail the aggregate amount of (A) the Gross Proceeds received by Public Company or its Affiliates during such period, as the case may be; (B) the CVR Proceeds for such period, including the Permitted Deductions reflected in such CVR Proceeds; and (C) the CVR Payment payable to Holders, if any, in respect of such CVR Proceeds, and (ii) deliver to the Rights Agent, or as the Rights Agent directs, the aggregate CVR Payment (if any) by wire transfer of immediately available funds to an account designated by the Rights Agent. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in any event event, within five ten (510) Business Days) after pay, by check mailed, first-class postage prepaid, to the Effective Timeaddress of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount equal to the Paying Agent shall mail to each holder of record of a Certificate product determined by multiplying (i) a letter the quotient determined by dividing (A) the applicable CVR Payment by (B) the total number of transmittal CVRs registered in the CVR Register at such time, by (which ii) the number of CVRs registered to such Holder in the CVR Register at such time. For the avoidance of doubt, Public Company shall specify that delivery shall be effected, and risk have no further liability in respect of loss and title to the Certificates shall pass, only relevant CVR Payment (or the applicable Gross Proceeds or CVR Proceeds) upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed CVR Payment in accordance with the instructions (this Section 2.4(a) and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by each of Public Company’s obligations set forth in this Section 2.2(b2.4(a), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate (ior Certificates whose shares were converted into the right to receive the Merger Consideration or the Series B Cash Consideration as applicable pursuant to Section 2.1(a) a letter of transmittal in a form prepared prior to the Effective Time and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration or the Series B Cash Consideration as applicable. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor therefore (i) in the amount case of a Common Certificate, a cash into which payment representing the shares Merger Consideration for each share of Company Sizeler Common Stock formerly represented by thereby, which such Certificate shall have been converted holder has the right to receive pursuant to Section 2.1(cthis Article II and (ii) in the case of a Preferred Certificate, a cash payment representing the Series B Cash Consideration for each share of Sizeler Series B Preferred Stock represented thereby (if the Series B Merger Approval has been obtained prior to the Effective Time), and which such holder has the right to receive pursuant to this Article II, and, in each case the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Sizeler Common Stock or Sizeler Series B Preferred Stock that is not registered in the transfer records of the CompanyCompany prior to the Effective Time, the proper amount of cash payment may be paid in exchange therefor made to a Person person other than the Person person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Paying Agent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Common Certificate and (if the Series B Merger Approval has been obtained prior to the Effective Time) each Preferred Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable receive, upon surrender of any such Certificate, the consideration into which the shares theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(a) together with the dividends, if any, which may have been declared by the Company on the Sizeler Common Stock or the Sizeler Series B Preferred Stock, as applicable, in accordance with the terms of this Agreement and which remain unpaid at the Effective Time. The Acquiror and the Surviving Corporation shall pay all fees and expenses of the Paying Agent in connection with the Exchange Fund and the distributions therefrom.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record (as of the Effective Time) of a Certificate certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock converted into the right to receive the portion of the Merger Consideration payable for such Company Common Stock, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form Agent and shall have contain such other provisions as Parent may shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Parent shall use reasonable efforts to cause such mailings to occur no later than three (3) business days after the Effective Time. Upon surrender of a Certificate Certificates 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 customary documents as may reasonably be required by the Paying Agent)pursuant to those instructions, the holder holders of such Certificate Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor the amount portion of cash into which the Merger Consideration payable for such shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Stock, and the Certificate Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Certificates shall be deemed from and after the event of a transfer of Effective Time, for all corporate purposes, to evidence only the ownership of shares of Company Common Stock that is not registered in the transfer records respective portion of the Company, Merger Consideration to which the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered record holder of such Certificate or establish Certificates is entitled by virtue thereof. Promptly following surrender of any such Certificates and the duly executed letters of transmittal, the Paying Agent shall deliver to the satisfaction record holders thereof, without interest, the portion of the Surviving Corporation that Merger Consideration to which such Tax either has been paid or holder is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable entitled upon surrender of any Certificatesaid Certificates, subject to the restrictions set forth herein.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate certificate (each a “Certificate”) representing shares of Common Stock or Class A Common Stock, other than shares owned by Parent, the Company and any wholly-owned subsidiary of Parent or the Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent, Agent and which shall be in such a form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c)1.6, and the Certificate Certificates so surrendered shall forthwith be canceled. 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, the proper amount of cash may No interest will be paid in exchange therefor or will accrue on the cash payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of payment that such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person other than the registered holder transfer of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)1.7, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock or Class A Common Stock owned by Parent or any wholly-owned subsidiary of Parent or held in the treasury of the Company or by any wholly-owned subsidiary of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.7. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration. No interest will Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be paid made against Parent, the Company or will accrue on the cash payable upon surrender of any CertificatePaying Agent.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate or Certificates whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate 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 (executed, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the aggregate number of shares of Company Common Stock formerly previously represented by such Certificate shall have been converted pursuant to Section 2.1(c2.1(a), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash payment may be paid in exchange therefor made to a Person person other than the Person person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive receive, upon surrender of such surrender Certificate, the Merger ConsiderationConsideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(a). No interest will shall be paid or will accrue on the any cash payable upon surrender of any Certificate.

Payment Procedures. Promptly following the Effective Time (but and in any event within five three (53) Business Days) after ), Parent and the Effective Time, Surviving Corporation shall direct the Paying Payment Agent shall to mail to each holder of record as of a Certificate immediately prior to the Effective Time of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates”), if any, (i) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying AgentPayment Agent (or effective affidavits of loss in lieu thereof in accordance with Section 2.11)), and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationPer Share Price payable with respect to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the amount of cash into which product obtained by multiplying (x) the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership aggregate number of shares of Company Common Stock represented by such Certificates by (y) the Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is not registered entitled to receive pursuant to Section 2.7 in respect of such Uncertificated Shares. In lieu thereof, such record holder of Uncertificated Shares, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer records of as the CompanyPayment Agent may reasonably request), the proper amount of cash may will be paid entitled to receive in exchange therefor an amount in cash equal to a Person other than the Person in whose name product obtained by multiplying (1) the Certificate so surrendered is registered if aggregate number of shares of Company Common Stock represented by such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer holder’s transferred Uncertificated Shares by (2) the Per Share Price, and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall transferred Uncertificated Shares will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationcancelled. No interest will be paid or will accrue accrued for the benefit of holders of the Certificates or Uncertificated Shares on the cash Per Share Price payable upon the surrender of any Certificatesuch Certificates and transfer of such Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Promptly after the Effective Time (but in any no event within five more than three (53) Business Days) after Days thereafter), the Paying Agent, in accordance with written instructions received from the Company at or prior to the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate Company Common Stock entitled to receive Merger Consideration pursuant to Section 2.1(c) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent may reasonably specify(including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form)) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith immediately be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed (or accompanied by separate stock powers) and shall otherwise be in proper form for transfer (and the signature on the endorsement or stock power, as the case may be, shall be guaranteed by an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act) and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, 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. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly after the Effective Time (but in any no event within five more than three (53) Business Days) after Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, the Paying Agent shall mail to each a holder of record of a Certificate Company Common Stock (other than the shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably specifyagree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying AgentAgent or Parent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.03, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) Parent and the Surviving Corporation shall cause the Paying Agent to mail, as soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate shares of Common Stock and Series A Stock (i) a letter of transmittal (which shall specify be in a form prepared by Parent and approved by the Company, such approval not to be unreasonably withheld, prior to the Effective Time), (A) specifying 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 which shall be (B) containing an irrevocable waiver of any appraisal rights under Section 262 of the DGCL in such form and shall have such other provisions as Parent may reasonably specify) connection with the Merger; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Common Stock Merger ConsiderationConsideration and Series A Merger Consideration (together with any declared and unpaid dividends on such securities, respectively, for which a record date has occurred prior to the Closing Date, in accordance with the terms of their respective securities). Upon the surrender of a Certificate for cancellation to the Paying Agent, together Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of cash into which (x) the number of shares of Company Common Stock formerly or Series A Preferred Stock, as applicable, represented by such Certificate shall have been converted pursuant multiplied by (y) the Common Stock Merger Consideration or Series A Merger Consideration, as applicable (together with any declared and unpaid dividends on such securities, respectively, for which a record date has occurred prior to Section 2.1(cthe Closing Date, in accordance with the terms of their respective securities), and the Certificate so surrendered shall forthwith be canceledcancelled. No interest shall be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of shares of Company Common Stock or Series A Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the proper amount of cash Certificate may be paid in exchange therefor to such a Person other than the Person in whose name transferee if the Certificate so surrendered formerly representing such shares of Common Stock or Series A Stock is registered if presented to the Paying Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly after the Effective Time (but in any no event within more than five (5) Business Days) after business days thereafter), the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records No interest will be paid or accrued on any amount payable upon due surrender of the Company, Certificates. If payment of the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and be accompanied by all documents required to evidence such transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, 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. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Paying Payment Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of a Certificate Certificates 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, or (and such other customary documents as may reasonably be required ii) receipt of an “agent’s message” by the Paying Agent)Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holder holders of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration payable in respect thereof pursuant to Section 2.1(c)the provisions of this Article II, and the Certificate Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. In The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the event 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 a holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, the proper amount of cash may be paid in exchange therefor Book-Entry Shares pursuant to a Person other than the Person in whose name the Certificate this Section 2.8. Until so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate transferred, outstanding Certificates or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate Book-Entry Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on Consideration payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Payment Procedures. Promptly after the Effective Time (but in any no event within five (5) Business Days) after more than three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, the Paying Agent shall mail to each a holder of record of a Certificate Certificates (other than (A) the Certificates representing Appraisal Shares to be treated in accordance with Section 2.07 and (B) the Certificates representing shares of Company Common Stock to be canceled or converted in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably specifyagree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (1) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall pay have paid (or caused to be paid) any transfer and other Taxes required to be paid by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration as contemplated by this Article II. No interest will shall be paid or will accrue on the any cash payable upon surrender of any Certificatepursuant to this Section 2.02.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of a Certificate Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock Merger Consideration for each Share formerly represented evidenced by such Certificate, and such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith then be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, payment of the proper amount of cash Merger Consideration may be paid in exchange therefor made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate Shares shall be properly endorsed or shall otherwise be in proper form for transfer and the Person person requesting such payment shall pay any have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate or establish established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b)3.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. Consideration to which the holder of such Certificate is entitled pursuant to this Article 3 No interest will shall be paid or will accrue on the any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article 3.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Paying Surviving Company shall instruct the Exchange Agent shall to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock (collectively, the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Exchange Agent and which shall be in such form and shall have such other provisions as Parent the Surviving Company may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as reasonably may reasonably be required by the Paying Exchange Agent), and acceptance thereof by the Exchange Agent, each holder of such a Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Merger Consideration specified in Section 2.1(c)2.1(a) hereof, without interest thereon, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer of ownership of shares of Company Common Stock that is not registered in on the transfer books and records of RCPI or its transfer agent of Certificates, and if Certificates are presented to RCPI for transfer, they shall be canceled against payment of the Company, the proper amount Merger Consideration as herein provided. If any payment of cash may Merger Consideration is to be paid in exchange therefor 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 is registered if such Certificate shall be properly endorsed endorsed, with the signature guaranteed, or shall otherwise be in proper form for transfer and that the Person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person other than the registered holder of such the Certificate surrendered, or establish to the satisfaction of the Surviving Corporation Company that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, 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. No , without interest will be paid or will accrue on the cash payable upon surrender of thereon, less any Certificaterequired withholding taxes.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate or certificates (ithe “Certificates”), which immediately prior to the Effective Time represented outstanding Shares (other than Dissenting Shares) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates 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 (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration payable in respect thereof pursuant to Section 2.1(c)the provisions of this Article II, and the Certificate Certificates so surrendered shall forthwith be canceled. In The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event 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 a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records holders of the Company, Certificates on the proper amount of cash may be paid in exchange therefor to a Person other than Merger Consideration payable upon the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder surrender of such Certificate or establish Certificates pursuant to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on Consideration payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Payment Procedures. (i) Promptly (but in any event within five (5) Business Days) after following the Effective Time, and in any event not more than three (3) Business Days thereafter, Parent and the Surviving Corporation will cause the Paying Agent shall to mail to each holder of record (as of a Certificate immediately prior to the Effective Time) of (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 acceptable to the Company (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger ConsiderationConsideration 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 first sentence of Section 3.3(c). Upon surrender of a Certificate Certificates 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 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 other customary documents as may reasonably Certificate, and the Certificates so surrendered will forthwith be required cancelled. Upon receipt of an “agent’s message” by the Paying Agent)Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate shall Uncertificated Shares will be entitled to receive receive, and the Paying Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the amount Merger Consideration payable in respect of cash into which the number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, and the transferred Uncertificated Shares so surrendered will be cancelled. The Paying Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest 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. Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration, without interest thereon, 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 first sentence of Section 3.3(c). Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares will be required to provide a Certificate shall have been converted 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 2.1(c3.1(a)(ii), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of (x) a Certificate certificate or certificates (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book Entry Shares”), which, in each case, represented, immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying AgentPayment Agent or, and which shall be in such form and shall have such other provisions the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as Parent may reasonably specify) applicable, and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of a Certificate Certificates or 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 (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration payable in respect thereof pursuant to Section 2.1(c)the provisions of this Article III, and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. In The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the event 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 a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records holders of the Company, Certificates or Book-Entry Shares on the proper amount of cash may be paid in exchange therefor to a Person other than Merger Consideration payable upon the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder surrender of such Certificate or establish Certificates pursuant to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 3.8. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on Consideration payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article III.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate Merger Share (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specifyis customary) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment of the Merger Consideration. Upon (i) surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificate or Uncertificated Shares shall be entitled to receive promptly in exchange therefor the amount of cash into which the shares of Company Common Stock Merger Consideration, without interest, for each Merger Share formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Uncertificated Share, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate or transferred Uncertificated Shares is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes required by reason of the payment to a Person other than of the registered holder of such Certificate Merger Consideration in respect thereof or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in any no event within more than five (5) Business Days) after business days thereafter), the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent the Surviving Corporation or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the such Certificate so surrendered shall be forthwith be canceledcancelled. In The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a transfer of ownership of shares of Company Common Stock that is not registered Paying Agent may impose to effect an orderly exchange thereof in the transfer records accordance with normal exchange practices. If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as contemplated by the case may be, in accordance with this Section 2.2(b10(b), each Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue accrued on the cash any amount payable upon due surrender of any Certificatethe Certificates.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent the Surviving Corporation reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agents message" in accordance with the instructions (case of a book entry transfer, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (A) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. In No interest shall be paid or accrued on the event Merger Consideration payable upon the surrender of any Certificate. If any holder of a transfer of ownership of shares of Company Common Stock that Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is not registered in the transfer records of the Company, the proper amount of cash may to be paid in exchange therefor made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b3.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Class A Stock (other than Excluded Shares and Restricted Shares), (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and which shall be in such form and shall have such other provisions as Parent the Surviving Corporation may reasonably specify) and (ii) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents”), the holder of such Certificate shall be entitled to receive in exchange therefor the amount Merger Consideration for each share of cash into which the shares of Company Common Class A Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered shall forthwith thereupon be canceled. In the event of a transfer of ownership of shares of Company Common Class A Stock that is not registered in the transfer records of the Company, the proper amount of cash Merger Consideration may be issued and paid in exchange therefor accordance with this Article II to a Person other than the Person in whose name transferee of such shares if the Certificate so surrendered evidencing such shares is registered if such Certificate shall be presented to the Paying Agent and is properly endorsed or shall otherwise be in proper form for transfer transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting such payment shall of the Merger Consideration must either pay any transfer and or other Taxes taxes required by reason of the payment to a Person other than the registered holder of such the Certificate so surrendered or establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on any Merger Consideration. Until surrendered as contemplated by in accordance with this Section 2.2(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent evidence only the right to receive receive, upon such surrender surrender, the Merger ConsiderationConsideration for each share of Class A Stock (other than Excluded Shares, Restricted Shares and any Dissenting Shares) formerly represented by such Certificate. No interest will The Payment Fund shall not be paid used for any purpose other than as set forth in this Article II. Any interest, dividends or will accrue other income earned on the investment of cash payable held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of any Certificatethe Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates.

Payment Procedures. Promptly (but i) As soon as possible after the Effective Time (and in any event within five three (53) Business Days) after Days thereafter), Parent and the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Shares (iother than Excluded Shares and Dissenting Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which letter shall be in such form and shall have such other provisions as Parent and the Company may reasonably specifyagree) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate for cancellation (or affidavit of loss in lieu thereof) 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 customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the an amount of cash into which in immediately available funds equal to (x) the shares number of Company Common Stock formerly Shares represented by such Certificate shall have been converted pursuant to (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.1(c2.2(h)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, the proper amount of cash payment may be paid in exchange therefor made to a Person other than the Person in whose name the Certificate so surrendered is registered registered, if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation Parent that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will shall be paid or will accrue on the any cash payable upon surrender of any Certificatepursuant to this Section 2.2.

Payment Procedures. Promptly following the Effective Time (but in any no event within five more than ten (510) Business Days) after business days thereafter), Parent and Merger Sub shall cause the Effective Time, the Paying Payment Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates 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 (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration payable in respect thereof pursuant to Section 2.1(c)the provisions of this Article II, and the Certificate Certificates so surrendered shall forthwith be canceled. In The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event 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 a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records holders of the Company, Certificates on the proper amount of cash may be paid in exchange therefor to a Person other than Merger Consideration payable upon the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder surrender of such Certificate or establish Certificates pursuant to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on Consideration payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent the Surviving Corporation reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agent's message" in accordance with the instructions (case of a book entry transfer, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (A) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. In No interest shall be paid or accrued on the event Merger Consideration payable upon the surrender of any Certificate. If any holder of a transfer of ownership of shares of Company Common Stock that Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is not registered in the transfer records of the Company, the proper amount of cash may to be paid in exchange therefor made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the surrendered Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b3.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, but in no event later than four (4) business days after the Paying Effective Time (assuming the Company has provided to Acquiror an electronic list of the names, addresses, and tax identification numbers of the Company Stockholders and the information provided in the certificate in Section 6.08 at least one (1) business day prior to the Effective Time), Acquiror shall cause the Exchange Agent shall to mail to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates (each a Certificate "Certificate" and collectively, the "Certificates") that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any shares described in Sections 2.01(c)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates for payment therefor. The Exchange Agent shall provide to the Company (for delivery to the Company Stockholders) all such documentation in exchange for advance of the Merger ConsiderationEffective Time, but in any event not less than one (1) week prior to the Closing Date. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by applicable consideration set forth in Section 2.01, and such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Common Stock that is which are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, a certificate representing the proper amount number of cash shares of Acquiror Common Stock may be paid in exchange therefor issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and to the Person surrendering such Certificate and requesting such payment issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer and or other Taxes required by reason of the payment issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of the Surviving Corporation Acquiror that such Tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b)2.02, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No applicable consideration set forth in Section 2.01, without any interest will be paid or will accrue on the cash payable upon surrender of any Certificatethereon.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as practicable after the Effective TimeTime (but no later than the second business day thereafter), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate Common Stock as of immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such a customary form and shall have such other provisions as Parent may reasonably specify) acceptable to the Company), and (ii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate or Book-Entry Shares, as applicable, for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate or Book-Entry Shares, as applicable, shall be entitled to receive the applicable Merger Consideration, without interest, in exchange therefor the amount for each share of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Book-Entry Shares, as applicable, and the Certificate or Book-Entry Shares, as applicable, so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2(b2.05(b), each Certificate or Book-Entry Shares, as applicable, (other than a Certificate or Book-Entry Shares, as applicable, representing shares of Common Stock cancelled in accordance with Section 2.01(a)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid , without interest, into which the shares of Common Stock theretofore represented by such Certificate or will accrue on the cash payable upon surrender of any CertificateBook-Entry Shares, as applicable, are convertible into pursuant to Section 2.01(c).

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate Certificate: (i) a letter of transmittal (which shall specify that delivery of the Certificates 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 which shall be in such form and shall have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationright to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Per Share Amount with respect to each share of Company Common Stock formerly represented evidenced by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Capital Stock that is not registered in the transfer records of the Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationPer Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. No interest will be paid or will accrue on the cash Merger Consideration payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as practicable after the Effective ------------------ Time, the Paying Agent shall mail to each holder of record of a Certificate Certificate, other than Parent, the Company and any wholly owned subsidiary of Parent or the Company, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent, Agent and which shall be in such a form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(c)2.5, and the Certificate Certificates so surrendered shall forthwith be canceled. 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, the proper amount of cash may No interest will be paid in exchange therefor or will accrue on the cash payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if registered, it shall be a condition of payment that such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person other than the registered holder transfer of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock owned by Parent or any wholly owned subsidiary of Parent or held in the treasury of the Company or by any wholly owned subsidiary of the Company) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger Consideration. No interest will Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be paid made against Parent or will accrue on the cash payable upon surrender of any CertificatePaying Agent.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or any Subsidiary of the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (x) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may Absolutely no interest shall be paid in exchange therefor or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly promptly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the surrendered Certificate or establish established to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b3.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any subsidiary of Parent or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective TimeClosing Date, the Paying Agent Parent shall mail to each holder of record of a Certificate (i) a letter of transmittal in the form set forth in Exhibit D (which shall specify that delivery shall be effecteda “Letter of Transmittal”), an Indemnity Joinder Agreement and risk of loss and title a Financing Joinder Agreement, as applicable, to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the Certificates shall pass, only upon delivery extent any of the Certificates such documents have previously been received by Parent prior to the Paying AgentClosing from such Stockholder). After delivery to Parent of a Letter of Transmittal, the Joinder Agreements and which shall be in such form and shall have such any other provisions as documents (including applicable tax forms) that Parent or the Escrow Agent may reasonably specify) and require in connection therewith (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation except to the Paying Agent, together with extent any of such letter of transmittaldocuments have previously been received by Parent prior to the Closing from such Stockholder) (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and a certificate representing shares of Company Capital Stock (and such other customary documents as may reasonably be required by the Paying Agent“Company Stock Certificates”), Parent shall issue to the holder of such Company Stock Certificate shall be entitled to receive the stock portion of the Merger Consideration issuable in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted respect thereto pursuant to Section 2.1(c1.6(b)(i) and 1.6(b)(v) as set forth in the Payment Spreadsheet (less the number of shares of Parent Common Stock withheld and deposited in the Escrow Fund pursuant to Section 1.6(b)(i) and Section 1.7(a) as set forth in the Payment Spreadsheet), and the Company Stock Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2(b)so surrendered, each Company Stock Certificate shall be deemed at any time outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to represent evidence only the right to receive upon the stock payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such surrender shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration. No interest Consideration will be paid or will accrue on to the cash payable upon surrender holder of any Certificateunsurrendered Company Stock Certificate with respect 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 and validly executed Exchange Documents pursuant hereto.

Payment Procedures. Promptly (but and in any no event within five (5) Business Dayslater than the third business day) after the Effective Time, Acquiror shall cause the Paying Exchange Agent shall to mail to each holder Holder who, as of record of the Effective Time, holds a Certificate or Certificates (excluding any Certificates for Treasury Stock): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) transmittal; and (ii) instructions for use in effecting the surrender of the Certificates for cancellation and delivery in exchange for the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder Holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration as determined pursuant to Section 2.1(c2.1(a), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Common Stock that is are not registered in the transfer records of the CompanyCompany under the name of the Holder surrendering such Certificate, a certificate representing the proper amount number of cash shares of Acquiror Common Stock may be paid in exchange therefor issued to a Person other than the Person Holder in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment issuance shall pay any transfer and or other Taxes required by reason of the payment issuance of shares of Acquiror Common Stock to a Person other than the registered holder Holder of such Certificate or shall establish to the satisfaction of the Surviving Corporation Acquiror that such Tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the applicable amount of the Merger Consideration. No Consideration with respect thereto as determined pursuant to Section 2.1(a), in such case without any interest will be paid or will accrue on the cash payable upon surrender of any Certificatethereon.

Payment Procedures. Promptly following the Effective Time (but and in any event within five (5) three Business Days) after ), Parent and the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record as of a Certificate immediately prior to the Effective Time (other than holders of Owned Company Shares or Converted Company Shares) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Owned Company Shares or Converted Company Shares) (the “Certificates” (if any)); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Owned Company Shares or Converted Company Shares) (the “Uncertificated Shares”) (A) in the case of Certificates, a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) ); and (iiB) in the case of Certificates and Uncertificated Shares, instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger ConsiderationPer Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the amount of cash into which product obtained by multiplying (x) the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership aggregate number of shares of Company Common Stock that is not registered represented by each such Certificate; by (y) the Per Share Price, and the Certificates so surrendered will forthwith 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 records of the CompanyUncertificated Shares, the proper amount holders of cash may such Uncertificated Shares will be paid entitled to receive in exchange therefor an amount in cash equal to a Person other than the Person in whose name product obtained by multiplying (1) the Certificate aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price, and the transferred Uncertificated Shares so surrendered is registered if will be cancelled. The Paying Agent shall accept such Certificate shall be properly endorsed or shall otherwise be Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to cause an orderly exchange thereof in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationaccordance with normal exchange practices. No interest will be paid or will accrue accrued for the benefit of holders of the Certificates and Uncertificated Shares on the cash Per Share Price payable upon the surrender of any Certificatesuch Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, 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 2.7.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As promptly as practicable after the Effective Time, the Paying Agent shall mail to each holder of record of a Certificate Certificate: (i) a letter of transmittal (which shall specify that delivery of the Certificates 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 which shall be in such form and shall have such other provisions as Parent may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationright to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Per Share Amount with respect to each share of Company Common Stock formerly represented evidenced by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationPer Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. No interest will be paid or will accrue on the cash Per Share Amount payable upon surrender of any Certificate.

Payment Procedures. Promptly Parent and Merger Sub shall cause the Exchange Agent to mail within three (but in any event within five (53) Business Days) Days after the Effective Time, the Paying Agent shall mail Time to each holder of record (as of a Certificate immediately prior to the Effective Time) of shares of Company Common Stock (i) a letter of transmittal in customary form and containing customary provisions (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) or transfer of the Uncertificated Shares to the Paying Exchange Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation Share Consideration payable in respect thereof pursuant to the Paying Agent, together with such letter provisions of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the this ARTICLE II. Each holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered have been converted into the right to receive the Share Consideration shall be entitled to receive the Share Consideration (and any dividends or other distributions payable pursuant to Section 2.06(e)) in respect of the shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate (or affidavits of loss in lieu thereof), together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer records of the Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate Uncertificated Shares. Until so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and transferred, as the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of case may be, each such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate Uncertificated Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive upon the Share Consideration (any dividends or other distributions payable pursuant to Section 2.06(e)) payable in respect thereof pursuant to the provisions of this ARTICLE II. Parent shall instruct the Exchange Agent to pay such surrender Share Consideration and any dividends or other distributions payable pursuant to Section 2.06(e) within five (5) Business Days following the Merger Considerationlater to occur of (x) the Effective Time and (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or “agent’s message”, and the Certificate (or affidavit of loss in lieu thereof) or Uncertificated Share so surrendered shall be forthwith cancelled. No interest will shall be paid or will accrue accrued on the cash payable upon the surrender or transfer of any Certificatesuch Certificate or Uncertificated Share.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Paying Payment Agent shall mail to each holder of record of a Certificate certificate or certificates which immediately prior to the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, Payment Agent and which shall be in such form and shall have such other provisions as Parent Phoenix may reasonably specify) ); and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment with respect thereto. Upon surrender of a Certificate for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which Merger Consideration payable with respect to the shares of Company Common Stock formerly Shares represented by such Certificate shall have been converted pursuant to Section 2.1(c)the provisions of this Article II, and the Certificate so surrendered shall forthwith be canceledcancelled. In the event that a holder has lost or misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Phoenix so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of shares of Company Common Stock that Shares which is not registered in the transfer records of the Company, payment of the proper amount of cash applicable Merger Consideration may be paid in exchange therefor made to a Person other than the Person in whose name transferee if the Certificate so surrendered representing such Shares is registered if presented to the Payment Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay by evidence that any applicable stock transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has taxes have been paid or is not applicablepaid. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration with respect thereto as contemplated by this Section 2.2. No interest will shall accrue or be paid to any beneficial owner of Shares or will accrue on any holder of any Certificate with respect to the cash Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly after the Effective Time (but and in any event within five (5) Business Days) after three business days), the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate Common Shares (iother than the Excluded Shares) a letter notice advising such holders of the effectiveness of the Merger, including the appropriate transmittal (which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof, as provided in Section 4.02(e)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and which shall such materials to be in such a form reasonably acceptable to Acquiror and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationCompany. Upon the surrender of a Certificate for cancellation (or affidavits of loss in lieu thereof as provided in Section 4.02(e)) to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Agent in accordance with the instructions (and terms of such other customary documents as may reasonably be required by the Paying Agent)transmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor a cash amount in immediately available funds (after giving effect to any required tax withholdings as provided in Section 4.02(f)) equal to (x) the amount number of cash into which the shares of Company Common Stock formerly Shares represented by such Certificate shall have been converted pursuant to (or affidavit of loss in lieu thereof as provided in Section 2.1(c4.02(e)) multiplied by (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceledcancelled. 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 of Company Common Stock Shares that is not registered in the transfer records of the Company, any cash to be paid upon due surrender of the proper amount of cash Certificate may be issued and/or paid in exchange therefor to a Person other than the Person in whose name such transferee if the Certificate so surrendered formerly representing such Common Shares is registered if presented to the Paying Agent, accompanied by all documents required to evidence and effect such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay to evidence that any applicable stock transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (Promptly, but in any no event within five later than three (53) Business Days) Days after the Effective Timeexecution of this Agreement, the Paying Agent Company shall mail to each holder of record a certificate or certificates representing shares of a Certificate Company Shares issued and outstanding immediately prior to the effective time (i“Certificates”): (A) a letter of transmittal transmittal, in the form attached to this Agreement as Exhibit E (which shall specify that delivery shall be effectedthe “Letter of Transmittal”), and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (iiB) instructions for use in effecting the surrender of surrendering the Certificates in exchange for the Merger Considerationamounts payable to such holder pursuant to Section 2.06 above in the form mutually approved by Parent and Securityholders’ Representative. Upon Following the Effective Time, upon surrender by such holder of a Certificate for cancellation Company Shares to the Paying Agent, together with Securityholders’ Representative of (x) all of such letter holder’s Certificates and (y) a Letter of transmittal, Transmittal duly completed and validly executed by such holder, the Securityholders’ Representative shall pay to each Securityholder cash in accordance with the instructions amount set forth on the Distribution Allocation Schedule within three (3) Business Days. The Certificates so surrendered will forthwith be canceled and forwarded to Parent. Payment of the remaining portion, if any, of the Aggregate Company Share Consideration to each holder in respect of each Company Share held by such other customary documents as may reasonably shareholder shall be required made by the Paying AgentSecurityholders’ Representative if, and as soon as reasonable after, such amounts are released by or to or paid to the Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement (if applicable), ; provided that the relevant holder of such Certificate shall be entitled to receive in exchange therefor Company Shares has taken the actions contemplated by this Section 2.12(a). If any portion of the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted to be paid pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that 2.06 is not registered in the transfer records of the Company, the proper amount of cash may to be paid in exchange therefor to a Person other than the Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a condition to the payment of such amounts that (i) the Certificate so surrendered is registered if such Certificate shall be transferable, and shall be properly assigned, endorsed or accompanied by appropriate stock powers, (ii) such transfer shall otherwise be in proper form for transfer and (iii) the Person requesting such payment transfer shall pay to the Securityholders’ Representative any transfer and or other Taxes required payable by reason of the payment to a Person other than the registered holder of such Certificate foregoing or establish to the satisfaction of the Surviving Corporation Securityholders’ Representative that such Tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall required to be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificatepaid.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective TimeThe Company will mail, the Paying Agent shall mail or will cause its designee to mail, to each Person that is a holder of record of a Certificate Company Stock entitled to receive the amounts set forth in Section 3.2, subject to compliance with this Section 3.7(a): (i) a letter of transmittal transmittal, in the form attached as Exhibit K (the “Letter of Transmittal”), which shall specify will specify, among other things, (A) that the Stockholder Representative is designated to serve in the capacity set forth in Section 11.15, (B) that delivery shall will be effected, and risk of loss and title to the Certificates shall certificates evidencing such shares of Company Stock (the “Certificates”) will pass, only upon proper delivery of the Certificates and the Letter of Transmittal to the Paying Agent, Company and which shall be in such form and shall have such other provisions as Parent may reasonably specify(C) a customary release; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationportion of the Closing Date Payment Amount to be paid to such holder of record of Company Stock by the Stockholder Representative in accordance with Section 3.2; it being understood and agreed that (1) the delivery of a duly completed and validly executed Letter of Transmittal is a condition to each Stockholder receiving any portion of the amounts to which such Stockholder would otherwise be entitled under this Article III and (2) the terms and conditions of the Letter of Transmittal were specifically negotiated by Parent as an inducement for it to enter into this Agreement and such terms and conditions are an integral part of the terms of this Agreement. Upon surrender to the Company of a Certificate for cancellation to the Paying Agentcancellation, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount (if any) to be paid in respect of cash into which the shares each share of Company Common Stock formerly represented evidenced by such Certificate shall have been converted pursuant to in accordance with Section 2.1(c3.2 and Section 3.9(e), without interest, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall will then be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2(b)3.7, each Certificate shall (other than certificates representing Dissenting Shares or other shares of Company Stock cancelled pursuant to Section 3.5(b)) will be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on amount of cash, if any, to which the cash payable upon surrender holder of any Certificatesuch Certificate is entitled pursuant to this Article III, without interest.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, evidenced outstanding shares of Company Common Stock (the Paying Agent shall mail to each holder of record of a Certificate "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive receive, and the Paying Agent shall promptly pay, in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (x) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may Absolutely no interest shall be paid in exchange therefor or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly promptly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes required by reason of the payment to a Person person other than the registered holder of such the surrendered Certificate or establish established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b3.03(b), each Certificate (other than Certificates representing shares of Company Common Stock owned by Parent or any subsidiary of Parent or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than holders of Shares cancelled pursuant to Section 3.1(b)) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding Shares of Company Common Stock (the “Certificates”), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of an amount equal to the product of (x) the number of Shares represented by such Certificate and (y) the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (x) the shares number of Company Common Stock formerly Shares represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may No interest shall be paid in exchange therefor or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person requesting such payment shall pay have paid any transfer and or other Taxes taxes required by reason of the payment to a Person other than the registered holder of such the surrendered Certificate or establish shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b)4.2, each Certificate shall be deemed at any time after the Effective Time each Certificate (other than Certificates representing Shares canceled pursuant to Section 3.1(b)) shall represent for all purposes only the right to receive upon an amount equal to the product of (i) the number of Shares represented by such surrender Certificate and (ii) the Merger Consideration. No , without any interest will be paid or will accrue on the cash payable upon surrender of any Certificatethereon.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, in any event no later than five (5) days following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate or book-entry share (a “Book-Entry Share”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, 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 such form and shall have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the amount Merger Consideration, less any required withholding of cash into which the shares Taxes, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Book-Entry Shares, and the Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Table of Contents Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, 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 the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after Prior to the Effective TimeClosing, the Paying Agent Company shall mail or otherwise deliver, or shall cause the Exchange Agent to mail or otherwise deliver, to each holder of record of a Certificate Company Stock (itaking into account the Warrant Settlement) evidenced by certificates entitled to receive the Merger Consideration pursuant to Section 2.3(a), a letter of transmittal (which shall specify that delivery shall be effected, reasonably acceptable to Parent and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents Company or as may be reasonably be required by the Paying AgentExchange Agent (the “Company Letter of Transmittal”), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish Subject to the satisfaction of the Surviving Corporation conditions in Article VI, in the event that at least three (3) Business Days prior to the Closing Date, a holder of Company Stock evidenced by certificates does not deliver to the Exchange Agent a duly executed and completed Company Letter of Transmittal, then such failure shall not alter, limit or delay the Closing; provided that such Tax either has been paid holder of Company Stock evidenced by certificates shall not be entitled to receive its respective Per Share Merger Consideration until such Person delivers a duly executed and completed Company Letter of Transmittal to the Exchange Agent (in the case of a Company Letter of Transmittal). Upon delivery of such duly executed Company Letter of Transmittal by such holder of Company Stock evidenced by certificates to the Exchange Agent, such holder of Company Stock evidenced by certificates shall be entitled to receive, subject to the terms and conditions of this Agreement, the Per Share Merger Consideration in respect of his, her or is not applicableits shares of Company Stock referenced in such Company Letter of Transmittal in accordance with the Distribution Waterfall. Until surrendered as contemplated by this Section 2.2(b)2.5, each Certificate share of Company Stock shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration to which such Company Stockholder is entitled pursuant to this Article II.

Payment Procedures. Promptly after the Effective Time (but in any no event within more than five (5) Business Days) after Days thereafter), Parent or the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate whose shares of the Company Common Stock were converted into the right to receive the Merger Consideration (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an "agent's message" with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.8, 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. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly after the Effective Time (but in any no event within more than five (5) Business Days) after Days thereafter), the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an "agent’s message" with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Common Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Common Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Common Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Common Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Common Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Acquiror ------------------ shall cause the Paying Exchange Agent shall to mail to each holder Holder who, as of record of the Effective Time, holds a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Company Common Stock (excluding any Treasury Stock): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) transmittal; and (ii) instructions for use in effecting the surrender of the Certificates for cancellation and delivery in exchange for therefor of the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder Holder of such Certificate shall be entitled to receive in exchange therefor the applicable amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration as determined pursuant to Section 2.1(c------- 2.1(a) and Section 2.1(d), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership of a Certificate ------ -------------- representing shares of Company Common Stock that is which are not registered in the transfer records of the CompanyCompany under the name of the Holder surrendering such Certificate, a certificate representing the proper amount number of cash shares of Acquiror Common Stock may be paid in exchange therefor issued to a Person other than the Person Holder in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment issuance shall pay any transfer and or other Taxes required by reason of the payment issuance of shares of Acquiror Common Stock to a Person other than the registered holder Holder of such Certificate or shall establish to the satisfaction of the Surviving Corporation Acquiror that such Tax either has Taxes have been paid or is are not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent for ----------- all purposes only the right to receive upon such surrender the applicable amount of the Merger ConsiderationConsideration with respect thereto as determined pursuant to Section 2.1(a) and -------------- Section 2.1(d), in each case without any interest thereon. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.--------------

Payment Procedures. Promptly As promptly as practicable (but in any no event within five more than three (53) Business Days) after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Company and Parent may reasonably specifyagree prior to the Acceptance Time) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or establish shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)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. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article III, without interest.

Payment Procedures. Promptly after the Effective Time (but and in any event within no later than five (5) Business Days) Days after the later of (i) the Effective TimeTime and (ii) the date the Payment Agent receives the Spreadsheet and confirms that it has received all other information it reasonably requested in order to make the payments pursuant to Section 2.6 and Section 2.7(c)), Parent shall cause the Paying Payment Agent shall to mail to each holder of record (as of the Effective Time) of a Certificate certificate or certificates, which immediately prior to the Effective Time represented the outstanding shares of Company Capital Stock converted into the right to receive the consideration payable in respect of such shares in accordance with Section 2.6(a) (together with the Warrant Certificates, the “Certificates”), (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form Payment Agent and shall have contain such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationconsideration payable in respect of such securities in accordance with Section 2.6(a) and Section 2.7(c). Upon surrender of a Certificate Certificates 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 (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor the amount consideration payable in respect of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to securities in accordance with Section 2.1(c2.6(a) and Section 2.7(c), and the Certificate Certificates so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the CompanyUntil so surrendered, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time Time, for all corporate purposes, to represent evidence only the right to receive upon ownership of the consideration payable in respect of such surrender the Merger Considerationsecurities in accordance with Section 2.6(a) and Section 2.7(c). No interest will be paid or will accrue on the cash payable upon Promptly following surrender of any Certificatesuch Certificates, the Payment Agent shall deliver to the record holders thereof, without interest, the consideration payable in respect of such securities in accordance with Section 2.6(a) and Section 2.7(c).

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent the Surviving Corporation reasonably may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender of a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the amount product of cash into which (x) the number of shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may Absolutely no interest shall be paid in exchange therefor or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a Person person other than the Person person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the Person person requesting such payment shall pay any transfer and or other Taxes taxes required by reason of the payment to a Person person other than the registered holder of such the surrendered Certificate or establish established to the satisfaction of the Surviving Corporation that such Tax either tax has been paid or is not applicable. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b3.3(b), each Certificate (other than Certificates representing Shares owned by Parent or Sub or held in the treasury of the Company) shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. Promptly (but following the Effective Time, and in any event within five three (53) Business Days) after , Parent and the Effective Time, Surviving Corporation shall cause the Paying Payment Agent shall to mail to each holder of record (as of a Certificate immediately prior to the Effective Time and in each case other than any holders of Company Restricted Shares paid pursuant to Section 2.7(g)) of (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 letter of transmittal in customary form reasonably satisfactory 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 AgentPayment Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal), and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (iiB) 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 ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the amount of cash into which product obtained by multiplying (x) the shares aggregate number of Company Common Stock formerly Shares represented by such Certificate shall have been that were converted into the right to receive the Merger Consideration pursuant to Section 2.1(c2.7, by (y) the Merger Consideration (less any applicable withholding Taxes payable in respect thereof pursuant to Section 2.8(e)), and the Certificate Certificates so surrendered shall forthwith be canceled. In Upon receipt of an “agent’s message” by the event Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the CompanyUncertificated Shares, the proper amount holders of cash may such Uncertificated Shares shall be paid entitled to receive in exchange therefor an amount in cash equal to a Person the product obtained by multiplying (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding Taxes payable in respect thereof pursuant to Section 2.8(e)), and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued 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. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer Certificates and the Person requesting such payment shall pay Uncertificated Shares representing any transfer Dissenting Shares) shall, from and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent Time, evidence only the right to receive upon such surrender the Merger Consideration. No , without interest will be paid or will accrue on thereon, payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after following the Effective Time, Parent and the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of a Certificate certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent), and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationPer Share Price payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates 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 customary documents as may reasonably be required by the Paying Agent)instructions, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the amount of cash into which product obtained by multiplying (x) the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership aggregate number of shares of Company Common Stock that is not registered evidenced by such Certificate, by (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof), without any interest thereon, and the transfer records Certificates so surrendered shall forthwith be cancelled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the CompanyCertificates on the Per Share Price payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate outstanding Certificates shall be properly endorsed or shall otherwise be in proper form for transfer deemed, from and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time Time, to represent evidence only the right to receive upon such surrender the Merger ConsiderationPer Share Price (less any applicable withholding taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. No interest will be paid or will accrue Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i) represented by book-entry on the cash payable upon records of the Company or the Company’s transfer agent on behalf of the Company: (A) a letter of transmittal in customary form and (B) instructions for use in effecting the surrender of the book-entry shares in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of Article II. Upon return of a duly completed and validly executed letter of transmittal (in accordance with the instructions thereto), and such other documents that may 15 Table of Contents be required by the instructions, the holders of such book-entry shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock held by such holder immediately prior to the Effective Time, and (y) the Per Share Price (less any Certificateapplicable withholding taxes payable in respect thereof) without any interest thereon.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, Steel shall cause the Paying Exchange Agent shall to mail to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates (each a Certificate "CERTIFICATE" and collectively, the "CERTIFICATES") that immediately prior to the Effective Time evidenced outstanding shares of Iron Common Stock (excluding any shares described in Section 2.1(b)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) transmittal; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall be entitled to receive receive, subject to Section 2.1(e) with respect to any Iron Restricted Stock, in exchange therefor the applicable amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration pursuant to Section 2.1(c2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(i), and the such Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Iron Common Stock that is which are not registered in the transfer records of Iron under the Companyname of the Person surrendering such Certificate, a certificate representing the proper amount number of cash shares of Steel Common Stock may be paid in exchange therefor issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and to the Person surrendering such Certificate and requesting such payment issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer and or other Taxes required by reason of the payment issuance of shares of Steel Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of the Surviving Corporation Steel that such Tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such Certificate shall, if required by Steel, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No applicable consideration set forth in Section 2.1, without any interest will be paid or will accrue on the cash payable upon surrender of any Certificatethereon.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after Prior to the Effective Time, the Company shall instruct the Paying Agent shall to mail to each holder of record of a Certificate Company Stockholder and each Company Option Holder entitled to receive any amounts under Section 3.1(c) or 3.1(d), respectively, (i) a letter of transmittal in a form approved by the Company (the “Letter of Transmittal”), which shall specify that delivery shall be effectedwill include, as applicable (A) an acknowledgement of the Company Option Holder of the cancellation of all Company Options held by such Company Option Holder in exchange for the right to receive the consideration payable under Section 3.1(d), if any, and risk of loss and title to (B) a provision confirming the Certificates shall pass, only upon delivery appointment of the Certificates Stockholder Representative pursuant to the Paying AgentSection 3.5, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange certificates evidencing Outstanding Shares (the “Certificates”) and/or receiving payment for the Merger ConsiderationOutstanding Company Options and (iii) a form of Lost Share Affidavit. Upon surrender of a Certificate for cancellation (other than Certificates representing Outstanding Shares to be cancelled pursuant to Section 3.1(b) and any Appraisal Shares) or the submission of a Lost Share Affidavit to the Paying Agent, together with such letter Letter of transmittalTransmittal, duly executed and completed and validly executed in accordance with the instructions (and such other customary documents its terms, as may soon as reasonably be required by practicable, the Paying Agent), Agent shall pay to the former holder of such Certificate shall be entitled to receive in exchange therefor a check representing the amount of cash into which amounts under Section 3.1(c), as applicable, that become payable with respect to the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)applicable Outstanding Shares, and the Certificate so surrendered shall forthwith be canceledcancelled. In no event shall the event holder of a transfer of ownership of shares of Company Common Stock that is not registered any Certificate be entitled to receive interest on any monies to be received in the transfer records of the Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicableMerger. Until surrendered as contemplated by this Section 2.2(b3.4(a), each Certificate shall be deemed at any time all times from and after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationamounts under Section 3.1(c), as applicable, that become payable with respect to the applicable Outstanding Shares. No interest Upon delivery by a Company Option Holder of a Letter of Transmittal duly executed and completed in accordance with its terms, as soon as reasonably practicable the Paying Agent will be paid or pay to each Company Option Holder the amounts under Section 3.1(d) that become payable with respect to the applicable Outstanding Company Option; provided, however, that Parent may instruct the Paying Agent to pay the amounts payable to holders of Outstanding Company Options to the Company’s payroll provider who will accrue on in turn pay the cash payable upon surrender of any Certificateamount to the applicable Company Option Holder through a special payroll run and effect all applicable withholdings.

Payment Procedures. Promptly following the Effective Time (but and in any event within five (5) three Business Days), Parent (or Proton Parent) after and the Effective Time, Surviving Corporation shall cause the Paying Payment Agent shall to mail to each holder of record as of a Certificate immediately prior to the Effective Time (other than Owned Company Shares and Dissenting Company Shares, as applicable) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Payment Agent), and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationPer Share Price payable with respect to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the amount of cash into which product obtained by multiplying (x) the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership aggregate number of shares of Company Common Stock represented by such Certificates by (y) the Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is not registered in entitled to receive pursuant to Section 2.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer records of as the CompanyPayment Agent may reasonably request), the proper amount of cash may will be paid entitled to receive in exchange therefor an amount in cash equal to a Person other than the Person in whose name product obtained by multiplying (1) the Certificate so surrendered is registered if aggregate number of shares of Company Common Stock represented by such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer holder’s transferred Uncertificated Shares by (2) the Per Share Price, and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall transferred Uncertificated Shares will be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationcancelled. No interest will be paid or will accrue accrued for the benefit of holders of the Certificates and Uncertificated Shares on the cash Per Share Price payable upon the surrender of any Certificatesuch Certificates and transfer of Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Promptly following the Closing (but and in any event within five (5) three Business Days) after Days following the Effective TimeClosing), Parent and the Paying Surviving Corporation will cause the Payment Agent shall to mail to each holder of record (as of a Certificate immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than Owned Company Shares) (the “Certificates”); or (ii) uncertificated shares of Company Capital Stock (other than Owned Company Shares) (the “Uncertificated Shares”): (A) in the case of holders of Certificates, a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Payment Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares, as applicable, in exchange for the Merger ConsiderationPer Share Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of a Certificate Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the amount product obtained by multiplying (x) the aggregate number of cash into which the shares of Company Common Capital Stock formerly represented by such Certificate shall have been converted pursuant Certificate; by (y) the Per Share Price (subject to Section 2.1(c2.12), and the Certificate Certificates so surrendered shall will forthwith be canceledcancelled. In Upon receipt of an “agent’s message” by the event Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of ownership Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Capital Stock that is not registered in represented by such xxxxxx’s transferred Uncertificated Shares; by (2) the transfer records of Per Share Price (subject to Section 2.12), and the Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate transferred Uncertificated Shares so surrendered is registered if will be cancelled. The Payment Agent will accept such Certificate shall be properly endorsed or shall otherwise be Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationaccordance with normal exchange practices. No interest will be paid or will accrue accrued for the benefit of holders of the Certificates and Uncertificated Shares on the cash Per Share Price, payable upon the surrender of any Certificatesuch Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the Effective Time to evidence only the right to receive the Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated 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) Promptly (but after the Effective Time and in any event within five (5) Business Days) after not later than the third business day following the Effective Time, the Paying Agent Surviving Corporation shall mail cause to be mailed to each holder Record Holder, as of record the Effective Time, of an outstanding Certificate or outstanding Certificates that immediately prior to the Effective Time represented outstanding Shares, which have converted into the right to receive the Per Share Merger Consideration with respect thereto, a Certificate (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such customary form and shall have such other provisions as Parent may reasonably specify) and (ii) reasonable instructions for use in effecting the surrender of the Certificates in exchange for the Merger ConsiderationCertificates. Upon surrender of a Certificate for cancellation to the Paying AgentAgent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock Per Share Merger Consideration for each Share formerly represented by such Certificate and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third business day following the Effective Time (or, solely if delivery of a letter of transmittal (which letter of transmittal shall be in customary form and shall have been converted such provisions as the Company and Parent may reasonably agree) by each Record Holder of uncertificated Shares represented by book-entry (“Book-Entry Shares”) is required by the Paying Agent, promptly following the Paying Agent’s receipt of such letter of transmittal), the Paying Agent shall issue and deliver to each Record Holder of Book-Entry Shares a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 2.1(c)3.1(a) of this Agreement in respect of such Book-Entry Shares, and the Certificate so surrendered such Book-Entry Shares shall forthwith then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Per Share Merger Consideration payable in respect of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, or if payment of the proper amount of cash may Per Share Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that such Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such the Certificate or establish Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Surviving Corporation Paying Agent that such Tax tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b3.2(b), each Certificate (other than with respect to Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article 3.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in any event within no later than five (5) Business Days) Days after the Effective Time), Parent and the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to Section 1.8(a) (ithe “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, only upon delivery of the Certificates to the Paying Agent, Agent and which shall be in such a form and shall have such other provisions as Parent may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as Parent may appoint, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions (completed, and such other customary documents as the Paying Agent may reasonably be required by the Paying Agent)require, the holder of such Certificate shall be entitled to receive receive, and the Paying Agent or such other agent or agents as Parent may appoint shall promptly pay (subject to the provisions of this Article II), the Merger Consideration in exchange therefor the amount of cash into which the shares for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)Certificate, and the Certificate so surrendered shall forthwith be canceled. In No interest shall be paid or accrue on the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records Merger Consideration. If any portion of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall be otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay have (A) paid any transfer and other Taxes required by reason of the such payment to in a Person name other than that of the registered holder of such the Certificate surrendered or establish (B) established to the satisfaction of the Surviving Corporation Parent that any such Tax Taxes either has have been paid or is are not applicablepayable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate (other than a Certificate representing shares of Company Common Stock cancelled in accordance with Section 1.8(c)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on , without interest, into which the cash payable upon surrender shares of any CertificateCompany Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.8(a).

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective TimeThe Company shall mail, the Paying Agent or shall mail cause its designee to mail, to each Person that is a holder of record of a Certificate Company Stock entitled to receive the amounts set forth in ‎Section 2.2(b): (i) a letter of transmittal transmittal, in the form attached as Exhibit F hereto (the “Letter of Transmittal”), which shall specify that (A) the Stockholders’ Representative is designated to serve in the capacity set forth in ‎Section 10.16, and (B) delivery shall will be effected, and risk of loss and title to the Certificates shall certificates evidencing such shares of Company Stock (the “Certificates”) will pass, only upon proper delivery of the Certificates and the Letter of Transmittal to the Paying AgentCompany, with copies delivered to the Stockholders’ Representative and which shall be in such form and shall have such other provisions as Parent may reasonably specify) Buyer, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationportion of the Closing Date Payment Amount to be paid to such holder of record of Company Stock by the Stockholders’ Representative in accordance with ‎Section 2.2(b). Upon surrender to the Company of a Certificate for cancellation and a copy thereof being delivered to the Paying AgentStockholders’ Representative and Buyer, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall will be entitled to receive in exchange therefor the amount to be paid in respect of cash into which the shares each share of Company Common Stock formerly represented evidenced by such Certificate shall have been converted pursuant to Section 2.1(cin accordance with ‎Section 2.2(b), and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall then be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 2.2(b)‎Section 2.6, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on amount of cash, if any, to which the cash payable upon surrender holder of any Certificatesuch Certificate is entitled pursuant to this ‎Article II.

Payment Procedures. Promptly (but in any event within five (5a) Business Days) As soon as practicable after the Effective Time, the Paying Agent shall will mail to each holder of record of a Certificate one or more Certificates (iother than certificates evidencing Target Ordinary Shares to be cancelled pursuant to Section 1.4(c), Dissenting Shares or Direct Pay Shares) a letter of transmittal in customary form as reasonably agreed to by the parties (which shall specify will specify, among other things, that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon proper surrender of a Certificate or Certificates for exchange and cancellation to the Paying Agent, together with such properly completed and duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall or Certificates will be entitled to receive in exchange therefor the amount of cash Merger Consideration into which the shares of Company Common Stock formerly Target Ordinary Shares represented by such Certificate shall or Certificates have been converted pursuant to Section 2.1(c)this Agreement, and the Certificate or Certificates so surrendered shall will forthwith be canceledcancelled. In At the event Effective Time, upon proper surrender of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the CompanyCertificate or Certificates representing Direct Pay Shares to Parent for exchange and cancellation, together with such transmittal documentation as may be reasonably requested by Parent, the proper amount of cash may applicable Direct Pay Shareholder will be paid in exchange therefor entitled to a Person other than receive the Person in whose name Merger Consideration into which the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required Direct Pay Shares represented by reason of the payment to a Person other than the registered holder of such Certificate or establish Certificates have been converted pursuant to this Agreement by wire transfer of immediately available funds in accordance with the satisfaction of the Surviving Corporation that payment instructions set forth opposite such Tax either has been paid Direct Pay Shareholder’s name on Schedule 2.1, and Parent will cause such Certificate or is not applicable. Until Certificates so surrendered as contemplated by this Section 2.2(b), each Certificate shall to forthwith be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Considerationcancelled. No interest will be paid or will accrue accrued on the cash Merger Consideration payable upon surrender to holders of any CertificateCertificates.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective Time, Steel shall cause the Paying Exchange Agent shall to mail to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates (each a Certificate “Certificate” and collectively, the “Certificates”) that immediately prior to the Effective Time evidenced outstanding shares of Iron Common Stock (excluding any shares described in Section 2.1(b)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) transmittal; and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Considerationpayment therefor. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying AgentCertificate, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by the Paying Agent)documents, the holder of such Certificate shall be entitled to receive receive, subject to Section 2.1(e) with respect to any Iron Restricted Stock, in exchange therefor the applicable amount of cash into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted Merger Consideration pursuant to Section 2.1(c2.1(a) and Section 2.1(d) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(i), and the such Certificate so surrendered shall forthwith be canceled. In the event of a transfer surrender of ownership of a Certificate representing shares of Company Iron Common Stock that is which are not registered in the transfer records of Iron under the Companyname of the Person surrendering such Certificate, a certificate representing the proper amount number of cash shares of Steel Common Stock may be paid in exchange therefor issued to a Person other than the Person in whose name the Certificate so surrendered is registered if (x) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and to the Person surrendering such Certificate and requesting such payment issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer and or other Taxes required by reason of the payment issuance of shares of Steel Common Stock to a Person other than the registered holder of such Certificate or shall establish to the satisfaction of the Surviving Corporation Steel that such Tax either has Taxes have been paid or is are not applicable, and (z) such Person surrendering such Certificate shall, if required by Steel, have such Person’s signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered as contemplated by in accordance with the provisions of this Section 2.2(b)2.2, each Certificate shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No applicable consideration set forth in Section 2.1, without any interest will be paid or will accrue on the cash payable upon surrender of any Certificatethereon.

Payment Procedures. Promptly (but following the Effective Time, and in any event within five (5) three Business Days) after , Parent and the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record (as of a Certificate immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Shares, and (ii) non-certificated 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 letter of transmittal in customary form reasonably satisfactory 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 which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (iiB) 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 ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the amount product obtained by multiplying (x) the aggregate number of cash into which the shares of Company Common Stock formerly Shares represented by such Certificate shall have been that were converted into the right to receive the Merger Consideration pursuant to Section 2.1(c2.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 2.9(e)), and the Certificate Certificates so surrendered shall forthwith be canceled. In Upon receipt of an “agent’s message” by the event 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 ownership of shares of Company Common Stock that is not registered in the transfer records of the CompanyUncertificated Shares, the proper amount holders of cash may such Uncertificated Shares shall be paid entitled to receive in exchange therefor an amount in cash equal to a Person the product obtained by multiplying (x) the aggregate number of Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 2.9(e)), and the transferred Uncertificated Shares so surrendered 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. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer Certificates and the Person requesting such payment shall pay Uncertificated Shares representing any transfer Dissenting Shares) shall, from and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent Time, evidence only the right to receive upon such surrender the Merger Consideration. No , without interest will be paid or will accrue on thereon, payable in respect thereof pursuant to the cash payable upon surrender provisions of any Certificatethis Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record (immediately prior to the Effective Time) of a Certificate and/or Options (to the extent the Merger Consideration exceeds the exercise price payable in respect of such share of Company Common Stock issuable under such Option) (i) a letter of transmittal (which shall specify specify, in connection with a Certificate, that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or a lost Certificate affidavit in lieu thereof) to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specifyspecify and approve) and (ii) instructions for use in effecting the surrender of the Certificates or Options in exchange for payment of the Merger Consideration and the Option Consideration, as applicable. Upon surrender of a Certificate (or a lost Certificate affidavit in lieu thereof) or Options for cancellation to the Paying AgentAgent (if applicable), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Options shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock Merger Consideration, without interest, for each Share formerly represented by such Certificate shall have been converted pursuant or Option (to Section 2.1(cthe extent the Merger Consideration exceeds the exercise price payable in respect of such share of Company Common Stock issuable under such Option), and the Certificate or Option so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, applicable portion of the proper amount of cash may Aggregate Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate or Option is registered, it shall be a condition of such payment that (x) the Certificate or Option so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes taxes required by reason of the payment of the applicable portion of the Aggregate Merger Consideration to a Person other than the registered holder of such Certificate or establish Option surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax tax either has been paid or is not applicable, and such Person shall indemnify the Paying Agent, if so requested by the Paying Agent. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate or Option shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable portion of the Aggregate Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article 2, without interest.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Parent shall cause the Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of a Certificate Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (i) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates evidencing such Shares (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock Merger Consideration for each Share formerly represented evidenced by such Certificate, and such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered shall forthwith then be canceled. In the event of a transfer of ownership of shares of Company Common Stock Shares that is not registered in the transfer records of the Company, payment of the proper amount of cash Merger Consideration may be paid in exchange therefor made to a Person person other than the Person person in whose name the Certificate so surrendered is registered if the Certificate representing such Certificate Shares shall be properly endorsed or shall otherwise be in proper form for transfer and the Person person requesting such payment shall pay any have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such Certificate or establish established to the reasonable satisfaction of the Surviving Corporation that such Tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 2.2(b)3.02, each Certificate shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Merger ConsiderationConsideration to which the holder of such Certificate is entitled pursuant to this Article III. No interest will shall be paid or will accrue on the any cash payable upon surrender to holders of any CertificateCertificates pursuant to the provisions of this Article III.

Payment Procedures. Promptly after the Effective Time (but in any no event within five (5) more than two Business Days) after Days thereafter), the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record (as of a Certificate immediately prior to the Effective Time) of shares of Company Common Stock (other than Rollover Shares, shares to be canceled in accordance with Section 2.1(b) or Section 2.4 or converted in accordance with Section 2.1(c), or Dissenting Shares) represented by one or more Certificates and holders (as of immediately prior to the Effective Time) of Book-Entry Shares not held through The Depositary Trust Company (“DTC”) (i) a letter of transmittal transmittal, in form and substance reasonably satisfactory to Parent (a “Letter of Transmittal”), which shall specify that delivery (in the case of such holders of Certificates) 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 together with the posting of any required bond as set forth in Section 2.2(d)) to the Paying Agent, Agent and which shall be in such the form and shall have such other provisions as Parent and the Company may reasonably specify) , and (ii) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares not held through DTC in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation , without interest, with respect to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Common Stock formerly represented thereby (which instructions shall be in the form and have such other provisions as Parent may reasonably specify, including instructions for providing the Paying Agent required Tax documentation, including, as applicable, a properly executed IRS Form W-9 or appropriate version of IRS Form W-8, together with all applicable attachments thereto). Upon delivery to the Paying Agent of a Letter of Transmittal by any such Certificate record holder of shares of Company Common Stock represented by Certificates or such holders of Book-Entry Shares not held through DTC, duly completed and signed in accordance with its instructions, and surrender of the Certificates (in the case of holders of Certificates) that immediately prior to the Effective Time represented such shares of Company Common Stock, such holder shall have been converted pursuant be entitled to Section 2.1(c)receive the Merger Consideration, without interest, in respect of such shares of Company Common Stock as promptly as reasonably practicable after the Effective Time and receipt of such Letter of Transmittal, and the Certificate so surrendered (in the case of such holders of Certificates) shall forthwith be canceledcanceled as provided in Section 2.1(d). Notwithstanding anything to the contrary in this Agreement, no such record holder of a Book-Entry Share held through DTC shall be required to deliver a Certificate or an executed Letter of Transmittal to the Paying Agent to receive the Merger Consideration, without interest, in respect of such Book-Entry Share. In lieu of the event Letter of a transfer Transmittal, such record holder of ownership Book-Entry Shares held through DTC (in respect thereof) shall upon receipt by the Paying Agent of shares an “agent’s message” in customary form reasonably acceptable to Parent and the Paying Agent (or such other evidence, if any, as the Paying Agent or Parent may reasonably request), be entitled to receive, and the Surviving Corporation shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time and receipt of Company Common Stock that such “agent’s message”, the Merger Consideration, in respect of each Book-Entry Share of such holder. Upon receipt of joint written instructions from the Surviving Corporation and the Class B Member Representative (as such term is not registered defined in the transfer records JV Co A&R LLC Agreement), the Surviving Corporation shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time the Merger Consideration in respect of each Rollover Share to the applicable Rollover Stockholder. If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the such surrendered Certificate so surrendered or Book-Entry Share in exchange therefor is registered if such Certificate registered, it shall be properly endorsed a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall pay have paid any transfer and all Transfer Taxes and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)2.2, each Certificate and former Book-Entry Share (other than, in each case, Rollover Shares, shares to be canceled in accordance with Section 2.1(b) or Section 2.4 or converted in accordance with Section 2.1(c), or Dissenting Shares, which shall be treated as provided in Section 2.3) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly after the Effective Time (but in any no event within five more than three (53) Business Days) after business days thereafter), the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate Company Shares (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates or Book Entry Shares to the Paying Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or Book Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the amount of cash into which the shares of Merger Consideration, without interest, for each Company Common Stock Share formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall pay have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b)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 the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article III, without interest.

Payment Procedures. (a) Promptly (but in any event within five (5) Business Days) after the Effective Time, Buyer shall cause the Paying Agent shall exchange agent selected by Buyer (the “Exchange Agent”) to mail to each holder the former shareholders of record Seller and former holders of a Certificate (i) a letter of Seller Rights appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Paying Agent, and which shall be in such form and shall have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Exchange Agent), the holder . The certificate or certificates of such Certificate shall be entitled to receive in exchange therefor the amount of cash into which the shares of Company Seller Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate instruments representing Seller Rights so surrendered shall forthwith be canceledduly endorsed as the Exchange Agent may reasonably require. In the event of a transfer of ownership of shares of Company Seller Common Stock represented by certificates that is not registered in the transfer records of the CompanySeller, the proper amount of cash Merger Consideration payable for such shares as provided in Section 3.1 may be paid issued to a transferee if the certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange therefor to a Person for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other than the Person reasonable and customary rules and procedures in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment connection with its duties as it may deem appropriate. Buyer shall pay any transfer all charges and other Taxes required by reason expenses, including those of the payment to a Person other than Exchange Agent in connection with the registered holder of such Certificate or establish to the satisfaction distribution of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered Merger Consideration as contemplated by this provided in Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate3.1.

Payment Procedures. Promptly (but in any event within five (5) Business Days) after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of record of a Certificate shares of Company Common Stock (other than (i) Appraisal Shares to be treated in accordance with Section 2.07 and (ii) Owned Company Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, in the case of Certificates, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably specifyagree in writing prior to the Closing Date) and (iiB) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon (1) surrender of a Certificate for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent) or (2) in the case of Book Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book Entry Share shall be entitled to receive in exchange therefor the amount of cash into which the shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c)or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. In the event ; provided, with respect to any holder of a transfer of ownership of shares record of Company Common Stock that is not registered in who provides such documentation and information prior to the transfer records Closing Date, the Paying Agent shall pay the Merger Consideration for each share of Company Common Stock for which such documentation and information has been provided as soon as reasonably practicable on or after the Closing Date. If payment of the Company, the proper amount of cash may Merger Consideration is to be paid in exchange therefor made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and transfer, (y) the Person requesting such payment shall pay have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or establish Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable, and (z) the respective holder and the Person requesting such payment represent and agree that such Person (or its tax owner) is the beneficial owner of such Merger Consideration for all Tax purposes. Until surrendered as contemplated by this Section 2.2(b)2.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any CertificateConsideration as contemplated by this Article II.

Payment Procedures. Promptly (but in any event within five (5) Business Days) As soon as reasonably practicable after the Effective TimeTime (but no later than three (3) Business Days thereafter), Parent shall cause the Paying Agent shall to mail to each holder of record as of the Effective Time of one or more certificates (each, a Certificate “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: (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate or Uncertificated Shares shall pass, only upon delivery of the Certificates Certificate or the Uncertificated Shares to the Paying Agent), and which that shall also be in such form and shall have such other provisions as Parent and the Company may reasonably specify) and , (ii) instructions for use in effecting the surrender of the Certificates Certificate or the transfer of Uncertificated Shares in exchange for the Merger ConsiderationConsideration and (iii) a certificate or declaration in customary form to be used to confirm the status of a Person as a Resident of Israel within the meaning of the Ordinance (a “Residence Certificate”). Upon (x) surrender of a Certificate Certificates 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 (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate Certificates or Uncertificated Shares shall be entitled to receive in exchange therefor therefor, subject to the amount withholding of cash any applicable Taxes, the Merger Consideration pursuant to the provisions of this Article II, 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 shares of Company Common Stock formerly Shares theretofore represented by such Certificate Certificates or Uncertificated Shares shall have been converted pursuant to Section 2.1(c)2.3, and the Certificate so surrendered shall forthwith be canceled. 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, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay without any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2(b), 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. No interest will be paid or will accrue on the cash payable upon surrender of any Certificatethereon.