Common use of Payment Procedures Clause in Contracts

Payment Procedures. (i) As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to deliver: (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares, and (the “Certificates”ii) or (2) shares of non-certificated Company Common Stock Shares represented by book-entry (the “Book-Entry Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title in customary form reasonably satisfactory to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Company and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, as applicable, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other customary documents evidence, if any, of transfer as the Payment Agent may be reasonably required by request) in the Surviving Corporation or the Paying Agentcase of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate or Book-Entry Uncertificated 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 Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration for each share formerly represented pursuant to Section 2.7(a), by such Certificate or Book-Entry (y) the Merger Consideration, and the transferred Uncertificated Shares and such Certificate or book-entry so surrendered shall then 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 or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry and Uncertificated Shares. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity outstanding Certificates and Uncertificated Shares (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer Certificates and that the Person requesting such payment shall have paid Uncertificated Shares representing any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share Dissenting Company Shares) shall, subject to Section 2.2, be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying AgentTime, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly (iand in any event, within 10 Business Days) As soon as practicable after following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1) an outstanding a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares (the “Certificates”other than Dissenting Company Shares) or (2i) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the ClosingPayment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Paying Payment Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by such Certificate book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Certificate or bookBook-entry Entry Shares shall then forthwith be canceledcancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect to the holders of the Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration is may be issued to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting representing such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation Shares is presented to the Paying Agent, together with the Option Surrender Agreement, duly executed, accompanied by all documents required to evidence and effect such transfer and by evidence that any other documents reasonably required by the Surviving Corporation applicable stock transfer or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceledsimilar Taxes have been paid. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii)so surrendered, each Company Stock Option outstanding Certificates shall be deemed at any time from and after the Effective Time Time, to represent for all purposes evidence only the right to receive the Option Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) As soon as practicable after With respect to any certificate which immediately prior to the Effective TimeTime represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to deliver: mail, promptly following the Effective Time (Abut in no event later than the fifth (5th) Business Day thereafter), to each holder of record holder, (as of immediately prior to the Effective Time, ) of such Certificates (1A) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effectedin customary form reasonably satisfactory to the Company and Parent, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or pursuant to such instructions, Parent shall cause the Paying Agent, Agent to pay and deliver as promptly as practicable after the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor Effective Time the Merger Consideration Cash Amount payable for each share formerly Company Share represented by such Certificate or Bookpursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-Entry certificated Company Shares and such Certificate or represented in book-entry form (the “Uncertificated Shares”), Parent shall then be canceledcause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such Uncertificated Share pursuant to Section 3.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand Uncertificated Shares pursuant to this Section 3.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity outstanding Certificates and Uncertificated Shares (“Person”), other than the Person in whose name the surrendered Certificate is registered, it Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed, from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (and in any event within three Business Days), Parent shall and the Surviving Corporation will cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) or (2) uncertificated shares of Company Common Stock that represented by book-entry outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Book-Entry Uncertificated Shares”), ) (A) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Payment Agent); and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or Book-Entry Shares and such Certificate or other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry shall then transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be canceledentitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such 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 accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price payable in respect upon the surrender of the such Certificates or Book-Entry Shares. If payment of the Merger Consideration is and Uncertificated Shares pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”this Section 2.9(c), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)so surrendered, each Certificate outstanding Certificates and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Article IIAgreement, 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. Any amount payable to a Tax Indemnitee pursuant to this Exhibit G shall be paid within 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the basis for such indemnity and the computation of the amount so payable, provided that such amount need not be paid prior to the later of (i) As soon as practicable after the Effective Time, Parent shall cause the Paying Agent to deliver: (A) to each record holder, as of immediately 1 business day prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to date that the Effective Time represented shares of Company Common Stock (the “Certificates”) indemnifiable Taxes are due or (2ii) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Sharesamounts which are being contested by the Lessee in good faith or by the Tax Indemnitee pursuant to Section 1.03, upon adherence the time such contest is finally resolved. Within 15 days following the Lessee's receipt of the computation of the amount of the indemnity, the Lessee may request that an accounting firm to be jointly selected by the Lessee and such Tax Indemnitee (but not including the accounting firm that regularly prepares the certified financial statements of the Lessee or such Tax Indemnitee unless such firm consists of one of the "Big 5" accounting firms in which case such firm shall be deemed acceptable to the procedures set forth in parties) determine whether such computations of the Letter Tax Indemnitee are correct. The computations of Transmittal, and which such accounting firm shall be in a customary form final, binding and agreed to by Parent conclusive upon the parties and the Company prior Lessee shall have no right to inspect the books, records or tax returns of the Tax Indemnitee to verify such computation. All fees and expenses payable in connection with such verification shall be borne by the Lessee unless such verification discloses an error adverse to the Closing) and instructions for use in effecting the surrender Lessee of more than 5% of the Certificates oramount computed by the Tax Indemnitee, in the which case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, fees and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest expenses shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IITax Indemnitee.

Payment Procedures. Promptly following the Pre-Closing Dividend Date, and no later than the third (i3rd) As soon Business Day following the Pre-Closing Dividend Date, the Company or the Surviving Corporation, as practicable the case may be, shall cause the Payment Agent to make payment to each holder of Company Shares that is entitled to receive the Pre-Closing Dividend: (A) for each Cash Electing Share, an amount of cash and a number of shares of Class A Stock, if any, in each case as set forth in Section 2.03(d)(1) (less any applicable withholding Taxes payable in respect thereof) and (B) for each Stock Electing Share, an amount of cash, if any, and a number of shares of Class A Stock, in each case as set forth in Section 2.03(d)(2) (less any applicable withholding Taxes payable in respect thereof); provided, in each case, that with respect to any holder of Parent Common Units Election Shares, the Payment Agent shall, in lieu of Class A Stock to be paid pursuant to this sentence with respect to such Company Shares, substitute an equal amount of Parent Common Units in accordance with the Parent Common Units Exchange set forth in Section 2.03(f). For the avoidance of doubt, each holder of Company Shares that receives shares of Class A Stock in the Pre-Closing Dividend (and does not exchange such shares of Class A Stock in the Parent Common Unit Exchange) shall be entitled to dividends declared on or after the Merger Effective Time with respect to such shares of Class A Stock. Promptly following the Merger Effective Time, and no later than the fifth (5th) Business Day following the Merger Effective Time, Parent and the Surviving Corporation shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Merger Effective Time, ) of (1i) an outstanding a certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or which immediately prior to the Merger Effective Time represented outstanding Company Shares and (2ii) shares of uncertificated Company Common Stock represented by book-entry Shares (the “Book-Entry Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.07, (A) a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by Parent and have such other provisions as the Company prior to the Closingmay reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificates that were converted into the right to receive the Merger Consideration pursuant to Section 2.07, by (y) the Per Share Merger Consideration (less any applicable withholding Taxes payable in respect thereof), and such other customary documents as may Certificates so surrendered shall forthwith be reasonably required canceled. Upon receipt of an “agent’s message” by the Surviving Corporation Payment Agent (or such other evidence, if any, of transfer as the Paying AgentPayment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate or Book-Entry Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each share formerly Company Share represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.07 (less any applicable withholding Taxes payable in respect thereof), 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. For the avoidance of doubt, in no event shall any holder of Uncertificated Shares be required to deliver a Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceledexecuted letter of transmittal to the Payment Agent in order to receive the Merger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Shares. If payment of the Merger Consideration is and Uncertificated Shares pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicablethis Section 2.09. Until surrendered as contemplated by this Section 2.5(b)(ii)so surrendered, each Certificate outstanding Certificates and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option Uncertificated Shares shall be deemed at any time from and after the Merger Effective Time Time, to represent for all purposes evidence only the right to receive the Option Merger Consideration as contemplated by (less any applicable withholding Taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, Parent shall cause the Paying Agent to deliver: (A) be mailed to each holder of record holder, as of immediately prior to the Effective Time, Time of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2ii) shares of Company Common Stock represented by book-entry (“each, a “Book-Entry SharesShare”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (x) a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter letter of Transmittaltransmittal), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(y) and instructions for use in effecting the surrender of the Certificates or, in the case of and Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Shares in exchange for the Option Merger Consideration. (ii) . Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter a letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, thereto and such other customary documents as may be reasonably required by pursuant to such instructions, or delivery to the Surviving Corporation or the Paying Agent, the holder Payment Agent of such Certificate or an “agent’s message” in respect of Book-Entry Shares (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder shall be entitled to receive in exchange therefor a check in the Merger Consideration for each share formerly amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.10(d)) equal to the product of (x) the number of shares represented by such Certificate or holder’s properly surrendered Certificates and/or Book-Entry Shares, as applicable, and (y) the per share Merger Consideration, and the Certificates and Book-Entry Shares and such Certificate or book-entry so surrendered shall then forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or and Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the third Business Day following the Closing Date, Parent shall cause the Paying Exchange Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, pursuant to Section 2.1, (the “Certificates”A) or (2) shares a letter of Company Common Stock represented by book-entry (“transmittal with respect to Book-Entry Shares”), a customary letter of transmittal Shares (“Letter of Transmittal”to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Option Merger Consideration or the Preferred Merger Consideration, as applicable. (ii) Upon On surrender to the Paying Agent of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry SharesShares to the Exchange Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Exchange Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the Merger Consideration for each share formerly or the Preferred Merger Consideration, as applicable, into which the shares represented by such Certificate Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and such Certificate any dividends or book-entry shall then be canceledother distributions payable pursuant to Section 2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration or Preferred Merger Consideration, as applicable, is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject required to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIpaid. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying The Exchange Agent, the holder of the Company Stock Option Company, Parent and Merger Sub, as applicable, shall be entitled to receive in exchange therefor the amount deduct and withhold from any amounts otherwise payable to holders of cash which such holder has the right to receive Company Common Stock or Company Preferred Stock pursuant to this Article 2 such amounts as are required to be withheld or deducted under the provisions Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to the making of such payment; it being understood that, provided that the representation and warranty of the Company in Section 2.33.15(c) is true and correct as of the Effective Time, no deduction or withholding shall be made under the Laws of Canada (or any province thereof) from any such amounts (other than, for greater certainty, (A) any dividend or other distribution referenced in Section 2.2(c), and (B) amounts referred to in Section 2.3 that are attributable to personal services performed by the Company Stock Option so surrendered applicable payee in Canada or any province thereof or by an applicable payee who is a resident, for income Tax purposes, of Canada) except to the extent that any such deduction or withholding shall then be canceled. Until surrendered required by a change in accordance with Law after the provisions date of this Section 2.5(b)(iii)Agreement. To the extent that amounts are so deducted or withheld and timely paid over to the relevant Governmental Entity, each Company Stock Option such deducted or withheld amounts shall be deemed at any time after the Effective Time to represent treated for all purposes only of this Agreement as having been paid to the right to receive the Option Consideration as contemplated by this Article IIPerson in respect of which such deduction or withholding was made.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1) an outstanding a 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 (the “Certificates”other than Dissenting Company Shares) or (2i) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the ClosingPayment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Payment Agent or to such other agent or agents as may be appointed by Parent or delivery of a Certificate or Bookan agents’ message in respect of shares held in book-Entry Sharesentry form, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and the holders of such other customary documents as may be reasonably required by the Surviving Corporation Certificates or the Paying Agent, the holder holders of such Certificate or Bookshares held in book-Entry Shares entry form shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares payable in respect thereof pursuant to the provisions of this Article II, and such Certificate or book-entry the Certificates so surrendered shall then forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive thereof pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as reasonably practicable after the First Effective TimeTime and in any event not later than the third (3rd) Business Day following the Closing Date, Parent shall cause the Paying Exchange Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration, pursuant to Section 2.1, (the “Certificates”A) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal with respect to Book- Entry Shares (“Letter of Transmittal”to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Option Merger Consideration. (ii) Upon On surrender to the Paying Agent of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry SharesShares to the Exchange Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Exchange Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the Merger Consideration for each share formerly into which the shares represented by such Certificate Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and such Certificate any dividends or book-entry shall then be canceledother distributions payable pursuant to Section 2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject required to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIpaid. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying The Exchange Agent, the holder of the Company Stock Option Company, Parent and each Merger Sub, as applicable, shall be entitled to receive deduct and withhold from any amounts otherwise payable to any Person under this Agreement such amounts as are required to be deducted and withheld related to the making of such payment under applicable Law related to Taxes. To the extent that amounts are so deducted or withheld under this Section 2.2(b)(iii) and timely paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for purposes of this Agreement as having been paid to the Person in exchange therefor the amount respect of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIdeduction or withholding was made.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (and in any event within three (3) Business Days), Parent and the Surviving Corporation shall cause direct the Paying Payment Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, Time of (1) an outstanding certificate one or more certificates which 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”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), if any, (i) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Payment Agent or, (or effective affidavits of loss in the case of Book-Entry Shares, upon adherence to the procedures set forth lieu thereof in the Letter of Transmittalaccordance with Section 2.11)), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(ii) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Per Share Price payable with respect to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product obtained by multiplying (x) the 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 Book-Entry 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 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 as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and such Certificate or book-entry shall then the transferred Uncertificated Shares will be canceledcancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Uncertificated Shares on the Merger Consideration Per Share Price payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand transfer of such Uncertificated Shares pursuant to this Section 2.9(c). If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate Until so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transferred, outstanding Certificates and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by this Article IIPer Share Price payable in respect thereof pursuant to Section 2.7.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (and in any event within three Business Days), Parent the Surviving Company shall cause the Paying Agent to deliver: (A) mail or otherwise disseminate to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares (the “Certificates”A) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closingand/or (B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Acquisition, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Paying Agent (or such other customary documents evidence, if any, of transfer as may be reasonably required by the Surviving Corporation or the Paying AgentAgent may reasonably request) in the case of a book entry transfer of uncertificated Shares, the holder holders of such Certificate or Book-Entry uncertificated Shares shall be entitled to receive in exchange therefor for the cancellation of such uncertificated Shares an amount in cash equal to the Per Share Merger Consideration for each share formerly represented by such Certificate or Book-Entry to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the uncertificated Shares and such Certificate or book-entry shall then 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 or Book-Entry and uncertificated Shares on the Per Share Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand uncertificated Shares pursuant to this Section 2.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it outstanding Certificates and uncertificated Shares shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Per Share Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (but in no event more than ten (10) business days thereafter), Parent and Merger Sub shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1) an outstanding a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”other than Dissenting Company Shares) or (2i) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalPayment Agent, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(ii) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Payment Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares payable in respect thereof pursuant to the provisions of this Article II, and such Certificate or book-entry the Certificates so surrendered shall then forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive thereof pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (and in any event within two (2) Business Days), Parent and the Surviving Corporation shall cause the Paying Exchange Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, Time of (1) an outstanding certificate one or more certificates which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Capital Stock (the “Certificates”” (if any)) or (2i) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall 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 or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalExchange Agent), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(ii) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable to such holder with respect to Company Capital Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesExchange Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor the Merger Consideration for each share formerly payable to such holder with respect to Company Capital Stock represented by such Certificates, and the Certificates so surrendered will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Capital Stock (the “Uncertificated Shares”) will be required to deliver a Certificate or Book-Entry an executed letter of transmittal to the Exchange Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect to such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request), will be entitled to receive in exchange therefor the Merger Consideration payable to such holder with respect to the Company Capital Stock it held immediately prior to the Effective Time, and the Uncertificated Shares shall be cancelled. The Exchange Agent will accept such Certificates and Uncertificated Shares upon compliance with such Certificate or book-entry shall then be canceledreasonable terms and conditions as the Exchange Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Cash Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 2.9(d). Until so surrendered or cancelled, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject thereof pursuant to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II2.7. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon promptly as practicable after following the Effective Time, Parent the Surviving Corporation shall cause the Paying Agent to deliver: mail (Aand to make available for collection by hand) to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate a Certificate or certificates which Book-Entry Share that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”i) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“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 or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary the form and agreed to by have such other provisions as Parent and the Company prior to the Closingmay reasonably specify and (ii) and instructions for use in effecting the surrender of the Certificates or, in the case of or Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Shares in exchange for the Option Consideration. (ii) Upon surrender to Merger Consideration into which the Paying Agent number of a shares of Common Stock previously represented by such Certificate or Book-Entry SharesShare shall have been converted pursuant to this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than five (5) Business Days after the Effective Time. Upon surrender of Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Shares held in book entry on a book-entry statement, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily and reasonably be reasonably required by the Surviving Corporation or 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 Merger Consideration for each share formerly product of (A) the number of shares of Common Stock represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and such Certificate or book-entry shall then be canceled(B) the Merger Consideration (less any applicable withholding Taxes). No interest shall will be paid or accrued for the benefit on any amount payable upon due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If payment In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Merger Consideration is to be made to an individualCompany, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form payment upon due surrender of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall may be properly endorsed or shall be otherwise in proper form for paid to such a transferee if the Certificate formerly representing such shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other applicable Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)The Merger Consideration, each Certificate and each Book-Entry Share shallpaid in full (less any applicable withholding Taxes) with respect to any share of Common Stock in accordance with the terms hereof, subject to Section 2.2, 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 as contemplated by this Article IIshares of Common Stock. (iiiii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the The Paying Agent, the holder of the Company Stock Option and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to receive in exchange therefor deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the amount Internal Revenue Code of cash which such holder has 1986 (the right to receive pursuant to the provisions of Section 2.3“Code”), and the Company Stock Option regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii)deducted or withheld, each Company Stock Option such deducted or withheld amounts (A) shall be deemed at any time after remitted by the Effective Time applicable entity to represent the appropriate Governmental Entity and (B) shall be treated for all purposes only of this Agreement as having been paid to the right Person in respect of which such deduction or withholding was made. The parties hereto agree to receive cooperate in good faith in requesting and providing any information or documentation allowing for the Option Consideration as contemplated by this Article IIreduction or elimination of any such deduction and withholding.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall cause the Paying Exchange Agent to deliver: (A) deliver to each record holderholder (other than record holders of Cancelled Shares or Appraisal Shares), as of immediately prior to the Effective Time, of (1A) an outstanding certificate or certificates which that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2B) shares of Company Common Stock that were represented by book-entry (“Book-Entry Shares”), ) a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Consideration, together with any amounts payable pursuant to Section 2.1(b)(i3.3(g); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Considerationif applicable. (ii) Upon surrender to the Paying Exchange Agent of a Certificate or Book-Entry Shares, together with the Letter delivery of Transmittal, a duly completed and validly executed in accordance with the instructions theretoLetter of Transmittal, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Exchange Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration that such holder has the right to receive pursuant to this Article III, together with any amounts payable pursuant to Section 3.3(g), if applicable, for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Shares Share, and such Certificate or book-entry all Certificates so surrendered shall then be canceledforthwith cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that the Certificate shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate such shares surrendered or shall have established to the satisfaction of the Surviving Corporation Entity that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii3.3(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender payable in respect of a such shares of Company Stock Option for cancellation to the Paying AgentCommon Stock, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled amounts payable to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii3.3(g), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIif applicable.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (but in no event later than five (5) business days thereafter), Parent and Merger Sub shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1) an outstanding a certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of non-certificated Company Common Stock 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 customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to or transfer of the Paying Agent or, in the case of Book-Entry Shares, upon adherence Shares to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the ClosingPayment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case or transfer of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Shares in exchange for the Option Consideration. (ii) Upon surrender Merger Consideration payable in respect thereof pursuant to the Paying provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and or (ii) receipt of an “agent’s message” by the Payment Agent (or such other customary documents evidence, if any, of the transfer as the Payment Agent may be reasonably required by request) in the Surviving Corporation or the Paying Agentcase 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 Merger Consideration for each share formerly represented by such Certificate payable in respect thereof pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares and such Certificate or book-entry so transferred shall then forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.6. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it Shares shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (ia) As soon as practicable after Prior to the Partnership Merger Effective Time, Parent shall appoint a bank or trust company reasonably acceptable to the Company to act as paying agent with respect to the Mergers (the “Paying Agent”). At or prior to the Partnership Merger Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent a cash amount in U.S. dollars that, when taken together with available cash of the Acquired Companies that is deposited with the Paying Agent at the Partnership Merger Effective Time, is sufficient in the aggregate to enable the Paying Agent to make the payments of the applicable Merger Consideration pursuant to Section 3.1(a)(i) and Section 3.2(a)(i) to holders of Partnership Units and Company Common Stock, as applicable, outstanding immediately prior to the Partnership Merger Effective Time or Company Merger Effective Time, as applicable, less the Partnership Unit Consideration or Common Stock Consideration, as applicable, to be paid in respect of the Company Compensatory Awards, which amounts in respect thereof shall be paid or delivered directly to the Surviving Company in accordance with Section 3.4(e) (the “Exchange Fund”). The Paying Agent shall make payments of the Merger Consideration out of the Exchange Fund in accordance with this Agreement. Any and all interest earned on cash deposited in the Exchange Fund shall be paid to the Surviving Company. (b) Within five Business Days after the Company Merger Effective Time, Parent and the Surviving Entities shall cause the Paying Agent to deliverto, in accordance with, and as required by the Paying Agent’s customary procedures: (Ai) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence that (1) immediately prior to the procedures set forth in Partnership Merger Effective Time, represented outstanding Partnership Units, or (2) immediately prior to the Letter Company Merger Effective Time, represented outstanding shares of TransmittalCompany Common Stock, and which were converted into the right to receive the Partnership Unit Consideration or the Common Stock Consideration pursuant to Section 3.1(a)(i) and Section 3.2(a)(i), as applicable (including, with respect to the Restricted Stock and the Deferred Stock Awards, pursuant to the provisions of Section 3.4(a) and Section 3.4(b)), an instruction request letter (which shall be in a customary form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and shall reasonably agree), including instructions for use in effecting the surrender of the Certificates or, in the case exchange of Book-Entry Shares, Shares for the surrender of such shares, for payment of the applicable Merger Consideration set forth in Section 2.1(b)(i)Consideration; and (Bii) subject to each holder the requirements of a Company Stock Option as this Section 3.3(b), make, and the Paying Agent shall make, delivery and disbursement of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting applicable Merger Consideration out of the surrender Exchange Fund to the holders of such Company Stock Option in exchange for the Option Consideration. (ii) Upon Book-Entry Shares upon surrender to the Paying Agent of a Certificate or such Book-Entry SharesShares (which shall be deemed surrendered upon receipt by the Paying Agent of an “agent’s message” in customary form or such other evidence as the Paying Agent may reasonably request), together in each case, other than the holders of the Company Compensatory Awards and less any applicable Taxes required to be withheld with the Letter respect to such payment as provided in Section 3.5. (c) The exchange of TransmittalBook-Entry Shares representing Partnership Units or Company Common Stock, duly completed and validly executed as applicable, shall be effected in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or ’s customary procedures with respect to book-entry securities. The Book-Entry Shares so surrendered shall forthwith be entitled to receive cancelled. In the event of a transfer of ownership of Partnership Units or Company Common Stock that is not registered in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders transfer records of the Certificates Partnership or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If Company, as applicable, payment of the applicable Merger Consideration is to may be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate Book-Entry Share so surrendered is registered if such Book-Entry Share shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person requesting such payment shall have paid pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered transfer or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)3.3, each Certificate and each Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Partnership Merger Effective Time or Company Merger Effective Time, as applicable, to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article IIConsideration. No interest shall be paid or shall accrue on any payment to holders of Book-Entry Shares hereunder. (iiid) Upon On or after the first anniversary of the Company Merger Effective Time, the Surviving Company shall be entitled to cause the Paying Agent to deliver to the Surviving Company any funds made available by Parent to the Paying Agent which have not been disbursed to holders of Book-Entry Shares representing Partnership Units or Company Common Stock, as applicable, and thereafter, such holders shall be entitled to look to the Surviving Company with respect to the cash amounts payable upon surrender of their Book-Entry Shares. None of Parent, the Surviving Entities, the Paying Agent or any other Person shall be liable to any holder of Partnership Units or Company Common Stock, as applicable, for any Merger Consideration or other amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any amounts remaining unclaimed by holders of Partnership Units or Company Common Stock, as applicable, immediately prior to the time at which such amounts would otherwise escheat to, or become the property of, any Governmental Authority shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of any claims or interest of any such holders or their successors, assigns or personal representatives previously entitled thereto. (e) As of the Partnership Merger Effective Time and the Company Merger Effective Time, as applicable, the stock or unit transfer books of the Partnership and the Company, as applicable, shall be closed, and thereafter, there shall be no further registration of transfers of Partnership Units or Company Common Stock. The applicable Merger Consideration paid in accordance with the terms of this Article III upon surrender of Book-Entry Shares representing Partnership Units and Company Common Stock, as applicable, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Book-Entry Shares. From and after the Partnership Merger Effective Time, the holders of Partnership Units outstanding immediately prior to the Partnership Merger Effective Time shall cease to have any rights with respect to such Partnership Units except as otherwise provided for herein or by applicable Law. From and after the Company Merger Effective Time, the holders of Company Common Stock Option outstanding immediately prior to the Company Merger Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided for cancellation herein or by applicable Law. If, after the Partnership Merger Effective Time or Company Merger Effective Time, as applicable, Book-Entry Shares representing Partnership Units or Company Common Stock, as applicable, are presented to the Paying Agent, together with Surviving Company or Surviving Partnership for transfer, they shall be cancelled and exchanged as provided in this Agreement. (f) After the Option Surrender AgreementClosing Date, duly executed, and the Paying Agent shall invest any other documents reasonably required cash included in the Exchange Fund as directed by the Surviving Corporation Company. Any interest and other income resulting from such investments shall be paid to the Surviving Company. Until the termination of the Exchange Fund, to the extent that there are losses with respect to such investments, or the Paying Agent, the holder cash portion of the Company Stock Option shall be entitled Exchange Fund diminishes for other reasons below the level required to receive in exchange therefor make prompt payments of the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Merger Consideration as contemplated by this Article IIhereby, the Surviving Company shall promptly replace or restore the cash portion of the Exchange Fund lost through investments or other events so as to ensure that the cash portion of the Exchange Fund is, at all times, maintained at a level sufficient to make all such payments.

Payment Procedures. (i) As soon promptly as practicable after the Effective Time, but in any event no later than three (3) Business Days following the Effective Time, Parent shall cause the Paying Agent to deliver: (A) mail to each record holderPerson who was, as of immediately prior to at the Effective Time, a registered holder of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (1A) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form for a company incorporated in the Cayman Islands reasonably acceptable to Parent and agreed the Company, and shall specify the manner in which the delivery of the Exchange Fund to by registered holders of Shares (other than the Excluded Shares and the Dissenting Shares) shall be effected and contain such other provisions as Parent and the Company prior to the Closingmay mutually agree) and (B) instructions for use in effecting the surrender of the Certificates orShares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Company a cash amount in immediately available funds sufficient to make the case of Book-Entry Shares, payments described under Section 3.04(b) and Section 3.04(c) and the surrender Surviving Company shall make such payments to the Persons entitled to receive such amounts through its payroll or the designated agent of such sharesPersons, for payment subject to all applicable income and employment Taxes and other authorized deductions (including pursuant to Section 3.06) as well as completeness of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, registrations under SAFE Share Incentive Rules and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option ConsiderationRegulations. (ii) Upon surrender to the Paying Agent of a Share Certificate (or Book-Entry Shares, together affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) and/or such other documents as may be required pursuant to such instructions to the Paying Agent in accordance with the Letter terms of Transmittalsuch letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the each registered holder of Shares represented by such Share Certificate or Book-Entry and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor an amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) or the number of Uncertificated Shares multiplied by (y) the Merger Consideration, and the Share Certificate so surrendered shall forthwith be marked as cancelled. (iii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (A) the Paying Agent will transmit to the Depositary as promptly as reasonably practicable following the Effective Time (but in any event no later than three (3) Business Days) an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares and Dissenting Shares) and (y) the Merger Consideration, and (B) the Depositary will distribute the Merger Consideration for each share formerly represented by such Certificate or Book-Entry to holders of ADSs pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares and Dissenting Shares) upon surrender by them of the ADSs. The holders of ADSs shall bear any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by the Depositary in connection with distribution of the Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such Certificate or book-entry fees, charges and expenses incurred by the Depositary shall then be canceled. treated for all purposes of this Agreement as having been paid to the holders of ADSs. (iv) No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares will accrue on the Merger Consideration any amount payable in respect of the Certificates or Book-Entry SharesShares (including Shares represented by ADSs) pursuant to the provisions of this ARTICLE III. If payment In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, the Merger Consideration is in respect of such Shares may be paid to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form such transferee upon delivery of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established evidence to the satisfaction of Parent (or any agent designated by Parent) of such transferee’s entitlement to the Surviving Corporation relevant Shares and evidence that such any applicable share transfer Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, and in any event within three (3) Business Days thereafter, Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares and (ii) non-certificated Company Shares represented in book-entry form (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Uncertificated Shares”), in each case, whose Company Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (A) a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effectedin customary form reasonably satisfactory to the Company and Parent, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Surviving Corporation Paying Agent (or such other evidence, if any, of transfer as the Paying AgentAgent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate or Book-Entry Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) 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 for pursuant to Section 3.7, by (2) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Uncertificated Shares so transferred shall forthwith be canceled. The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Notwithstanding anything to the contrary in this Agreement, no holder of Uncertificated Shares represented by book-entry held through the Depository Trust Company shall be required to deliver a letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.7. In lieu thereof, each share formerly holder of record of one or more Uncertificated Shares held through the Depository Trust Company whose Company Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7, as applicable, shall automatically upon the Effective Time, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to the Depository Trust Company or its nominee as promptly as practicable after the Effective Time (but in any event within one (1) Business Day thereof) an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate or Book-Entry Uncertificated Shares held through the Depository Trust Company that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and such Certificate or book-entry Uncertificated Shares of such holder shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand Uncertificated Shares pursuant to this Section 3.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity outstanding Certificates and Uncertificated Shares (“Person”), other than the Person in whose name the surrendered Certificate is registered, it Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed, from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent shall cause the Paying Exchange Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) a letter of transmittal, in form and substance reasonably satisfactory to the “Certificates”) Company (which approval shall not be unreasonably withheld, conditioned or (2) shares of Company Common Stock represented by book-entry (“delayed), with respect to Book-Entry Shares”), a customary letter of transmittal Shares (“Letter of Transmittal”to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Option Merger Consideration. (ii) Upon On surrender to the Paying Agent of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry SharesShares to the Exchange Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Exchange Agent, the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the Merger Consideration for each share formerly Consideration, into which the shares represented by such Certificate Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and such Certificate any dividends or book-entry shall then be canceledother distributions payable pursuant to Section 2.2(c)). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject required to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIpaid. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, The Parties and any other documents reasonably required Person that has any withholding obligation with respect to any payment made pursuant to this Agreement as determined by the Surviving Corporation such Party or the Paying Agent, the holder of the Company Stock Option person in good faith shall be entitled to receive in exchange therefor deduct and withhold, or cause the amount Exchange Agent to deduct and withhold, from any payment such amounts as are required to be withheld or deducted under the Internal Revenue Code of cash which such holder has 1986, as amended (the right to receive pursuant “Code”), or under any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld and paid over to the provisions of Section 2.3appropriate Governmental Entity, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option such amounts shall be deemed at any time after the Effective Time to represent treated for all purposes only of this Agreement as having been paid to the right Person in respect of which the deduction and withholding was made. The Parties shall use reasonable best efforts to receive reduce or eliminate withholding tax in connection with any payment made pursuant to Section 7.3 hereof to the Option Consideration as contemplated extent permitted by this Article IIapplicable Law.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (but in no event later than five Business Days following the Effective Time), the Parent shall will cause the Paying Agent to deliver: mail to each holder of record whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and have such other provisions as agreed to by between the Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(iCompany); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Option Merger Consideration. The Exchange Fund shall not be used for any purpose other than to fund payments in accordance with this Agreement. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or the receipt of an “agent’ s message” by the Paying Agent (or such evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Agent, including a declaration form in which the holder of record of Certificate Shares states whether the holder is a resident of Israel as defined in the Israeli Tax Code and provides such other information as is required pursuant to the Israeli Tax Code and the Israeli Withholding Tax Ruling, if obtained, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (subject to any applicable withholding Tax as specified in Section 3.2(b)(iii)) equal to the Merger Consideration for each share formerly product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, not later than five (5) Business Day following Payment Agent’s receipt of such Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares, and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares shall be cancelled. No interest will be paid or accrued on any amount payable upon the Merger Consideration payable in respect surrender of the Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is to be made to an individualCompany, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form amounts payable upon due surrender of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, is properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting is accompanied by all documents required to evidence and effect such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established evidence to the Surviving Corporation’s reasonable satisfaction of the Surviving Corporation that such any applicable Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)3.2, each Certificate and each or Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender and in accordance with the terms hereof the Merger Consideration as contemplated by this Article IIIII. (iii) Upon surrender Notwithstanding anything to the contrary in this Agreement, each of a Company Stock Option for cancellation to the Paying Agent, together with Merger Sub, the Option Surrender Agreement, duly executed, Parent and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive deduct and withhold from any consideration payable pursuant to this Agreement to any holder or former holder of Company Shares and Company Share Options (in exchange therefor the amount case of cash which such holder has the right to receive pursuant Company Share Options subject to the provisions of Section 2.33.3 hereunder), such amounts as may be required to be deducted or withheld therefrom under the Code, the Israeli Tax Code, or under any provision of state, local, Israeli or other applicable Law or any other applicable legal requirement; provided that (i) if the Israeli Withholding Tax Ruling is obtained, deduction and withholding of any amounts under the Company Stock Option so surrendered Israeli Tax Code or any other provision of Israeli law, if any, shall then be canceled. Until surrendered made only in accordance with the provisions of the Israeli Withholding Tax Ruling, and (ii) if any holder of Company Shares provides the Paying Agent, the Parent or the Surviving Corporation with a valid approval or ruling issued by the applicable Governmental Authority regarding the withholding (or reduction or exemption from withholding) of Israeli Tax from the consideration payable or otherwise deliverable pursuant to this Section 2.5(b)(iii)Agreement, each Company Stock Option which in the reasonable discretion of Israeli counsel to the Parent is sufficient to enable the Parent to conclude that no withholding or a reduced rate of withholding, as applicable, of Israeli Tax is required, then the deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, from the consideration payable to such holder shall be deemed at made only in accordance with the provisions of such approval or ruling. To the extent such amounts are so deducted or withheld, (i) the Paying Agent, the Parent and/or the Surviving Corporation, as applicable, shall provide the holder of Company Shares from whom an amount was deducted or withheld with a written notice, as may be required by any time after applicable Law, stating the Effective Time to represent amount so deducted or withheld, (ii) such amounts shall be treated for all purposes only under this Agreement as having been paid to the right Person to receive whom such amounts would otherwise have been paid, and (iii) the Option Paying Agent and/or the Parent shall cause such amounts to be paid to the proper taxing authorities in accordance with applicable Laws not earlier than three (3) Business Days prior to the last day on which such payment is required, provided, however, that any such withheld or deducted amounts (or such applicable portion thereof) shall be released to any holder of Company Shares when and to the extent that the Paying Agent or the Parent has received, at least four (4) Business Days prior to the last day on which the amounts so withheld or deducted must be paid to the applicable authority (and before such amounts are paid), certificates or forms issued by the applicable tax authority as are sufficient, under applicable Law, to establish that withholding is not required, in whole or in part, with respect to Merger Consideration as contemplated by this Article IIpayable to such holder of Company Shares.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the second (2nd) Business Day following the Closing Date, Parent shall cause the Paying Agent to deliver: mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Option Merger Consideration. (ii) Upon surrender to the Paying Agent of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry SharesShares to the Paying Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or 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 in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and such Certificate or book-entry shall then be canceled(y) the Merger Consideration. No interest shall be paid or accrued for the benefit on any amount payable upon due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is upon due surrender of a Certificate may be paid to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be such a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the The Paying Agent, the holder of the Company Stock Option Company, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, shall be entitled to receive in exchange therefor deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the amount Internal Revenue Code of cash which such holder has 1986, as amended (the right to receive pursuant “Code”), or under any provision of state, local or foreign Tax Law with respect to the provisions making of Section 2.3such payment. To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity within the time and in the manner required by applicable Law, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option such deducted or withheld amounts shall be deemed at any time after the Effective Time to represent treated for all purposes only of this Agreement as having been paid to the right to receive the Option Consideration as contemplated by this Article IIPerson in respect of which such deduction or withholding was made.

Payment Procedures. Promptly (iand in any event within three (3) As soon as practicable after Business Days) following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1) an outstanding a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”other than Dissenting Company Shares) or (2i) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(ii) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Paying Payment Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares payable in respect thereof pursuant to the provisions of this Article III, and such Certificate or book-entry the Certificates so surrendered shall then forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 3.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive thereof pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIIII.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, Time and in each case other than holders of Company Restricted Shares) of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares and (ii) uncertificated Company Shares (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (A) a customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalPayment Agent), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other customary documents evidence, if any, of transfer as the Payment Agent may be reasonably required by request) in the Surviving Corporation or the Paying Agentcase of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate or Book-Entry Uncertificated 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 Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration for each share formerly represented pursuant to Section 3.7, by such Certificate or Book-Entry (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 3.8(e)), and the transferred Uncertificated Shares and such Certificate or book-entry so surrendered shall then 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 or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand Uncertificated Shares pursuant to this Section 3.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it outstanding Certificates and Uncertificated Shares shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed, from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, and in any event not more than five (5) Business Days thereafter, Parent shall and the Surviving Corporation will cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) or (2) uncertificated shares of Company Common Stock that represented by book-entry outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Book-Entry Uncertificated Shares”), ) (A) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Payment Agent); and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive receive, and the Payment Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the Merger Consideration for each share formerly product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or Book-Entry Shares and such Certificate or other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive, and the Payment Agent shall then promptly pay, in exchange therefor, an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be canceledcancelled. The Payment Agent will accept such 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 accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price payable in respect upon the surrender of the such Certificates or Book-Entry Shares. If payment of the Merger Consideration is and Uncertificated Shares pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”this Section 2.10(c), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)so surrendered, each Certificate outstanding Certificates and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Article IIAgreement, 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) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent shall cause the Paying Agent to deliver: (A) mail to each holder of record holderof Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, as of immediately prior to the Effective Time, of (1x) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay reasonably specify); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2y) instructions for use in effecting the surrender of such Company Stock Option Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. On the Closing Date, Parent shall cause the Paying Agent also to deliver, or cause to be delivered, to each holder of a Company Stock Option Considerationby wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with, in the case of a Certificate or Book-Entry SharesCertificates, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration for each share formerly product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and such Certificate or book-entry shall then be canceledmultiplied by (y) the Merger Consideration. No interest shall will be paid or accrued for the benefit on any amount payable upon due surrender of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is Company, a check for any cash to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder upon due surrender of the Certificate surrendered or shall have established Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such any applicable stock transfer Taxes either (as defined in Section 3.15(b)) have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)2.2, each Certificate and each or Company Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) Upon surrender For the avoidance of a Company Stock Option for cancellation to the Paying Agentdoubt, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the Surviving Corporation and Parent shall each be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as defined in Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Option shall be entitled to receive Options, in exchange therefor the amount respect of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, deduction and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIwithholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time (or, in the case of clause (y) below, not later than the date the first payroll checks are paid to employees of the Surviving Corporation following the Effective Time), Parent shall cause (x) the Paying Agent shall mail to deliver: each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other customary provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration and (y) the Paying Agent or the Surviving Corporation shall pay to each holder of a Company Stock Option or a Company Stock-Based Award the amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option in exchange for the Option Considerationor Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration for each share formerly product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and such Certificate or book-entry shall then be canceledmultiplied by (y) the Merger Consideration. No interest shall will be paid or accrued for the benefit on any amount payable upon due surrender of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is Company, a check for any cash to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder upon due surrender of the Certificate surrendered or shall have established may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the satisfaction of the Surviving Corporation Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that such any applicable stock transfer Taxes either (as hereinafter defined) have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender The Paying Agent shall, at the Surviving Corporation’s request, deduct and withhold from the consideration otherwise payable under this Agreement to any holder of a Shares or holder of Company Stock Option for cancellation Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to the Paying Agent, together with the Option Surrender Agreement, duly executedmaking of such payment, and any other documents reasonably required by pay such amounts to the Surviving Corporation for payment over to the applicable Governmental Entity (as hereinafter defined). To the extent that amounts are so withheld or deducted and paid over to the Paying Agentapplicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Option shall be entitled to receive Options or Company Stock-Based Awards, in exchange therefor the amount respect of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, deduction and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIwithholding were made.

Payment Procedures. Promptly after the Effective Time (i) As soon as practicable after but in no event more than five Business Days thereafter), MN8 Energy shall direct the Paying Agent to mail to each Person who was, at the Effective Time, Parent shall cause a holder of record of Company Shares (other than Canceled Shares, and other than to any holder of record of Company Shares who delivered the Required Materials pursuant to Section 2.04(a)(ii)) (i) a letter of transmittal substantially in the form attached hereto as Exhibit F, subject to such changes, modifications or supplements with respect thereto as the Company, Holdings and the Paying Agent to deliver: (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock may mutually agree in writing (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) and (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closingii) and instructions for use in effecting the surrender of the Certificates or, in the case of or Book-Entry Shares, the surrender of such shares, Shares in exchange for payment of the Merger Closing Consideration set forth as provided in Section 2.1(b)(i); and 2.01(c) and (Bin each case, if, as, when and to the extent payable pursuant to this Agreement) to each holder of a Company Stock Option as the holder’s Pro Rata Portion of the Effective Time (1) an Option Surrender Agreement, Representative Reserve Release Amount and (2) instructions for use in effecting the Post-Closing Additional Consideration Amount. On surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or a Book-Entry SharesShare for cancelation to the Paying Agent, together with the such Letter of Transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may reasonably be reasonably required by the Surviving Corporation or the Paying Agent), the holder of such Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor such holder’s Closing Consideration and (in each case, if, as, when and to the Merger extent payable pursuant to this Agreement) such holder’s Pro Rata Portion of the Representative Reserve Release Amount and the Post-Closing Additional Consideration Amount, in each case, for each share Company Share formerly represented by such Certificate or Book-Entry Shares Share, and such the Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry SharesShare so surrendered shall forthwith be canceled. If payment of the Merger Closing Consideration or (if, as, when and to the extent payable pursuant to this Agreement) the applicable Pro Rata Portion of the Representative Reserve Release Amount or the Post-Closing Additional Consideration Amount, in each case, is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), 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 (A) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Closing Consideration or (in each case, if, as, when and to the Merger extent payable pursuant to this Agreement) the applicable Pro Rata Portion of the Representative Reserve Release Amount or the Post- Closing Additional Consideration Amount, in each case, to a Person other than the registered holder of the such Certificate or Book-Entry Share surrendered or and shall have established to the reasonable satisfaction of the Surviving Corporation Entity that such Taxes Tax either have has been paid or are is not applicable. To facilitate the payment of the Closing Consideration and (in each case if, as, when and to the extent payable pursuant to this Agreement) the Representative Reserve Release Amount and the Post-Closing Additional Consideration Amount, in each case, to the registered holders of Book-Entry Shares, the Company may (and at the request of the Company, MN8 Energy shall) cause the Paying Agent to collect Letters of Transmittal in advance of the Closing (it being understood that such Letters of Transmittal shall be contingent on, and shall be effective on, the occurrence of the Effective Time). Until surrendered as contemplated by this Section 2.5(b)(ii)2.05, each Certificate and each Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon the Closing Consideration and Pro Rata Portion of each of the Representative Reserve Release Amount and the Post-Closing Additional Consideration Amount, in each case, attributable to such surrender the Merger Consideration Certificate or Book-Entry Share as contemplated by this Article II. (iii) Upon surrender . Notwithstanding anything to the contrary in this Agreement, no holder of record of a Book-Entry Share, Company Stock Option for cancellation RSU or Company PSU will be required to the Paying Agentdeliver a Letter of Transmittal or surrender such Book-Entry Shares, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation Company RSUs or the Paying Agent, the holder of the Company Stock Option shall be entitled PSUs in order to receive in exchange therefor the amount of cash applicable Equity Election Consideration or Mixed Election Equity Consideration to which such holder has the right to receive it is entitled pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the second (2nd) Business Day following the Closing Date, Parent shall cause direct the Paying Agent to deliver: mail to each holder of record of Shares represented by Certificates or book entry whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.01, (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of with respect to Book-Entry Shares, only upon adherence to delivery of an “agent’s message” regarding the procedures set forth in book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the Letter book-entry transfer of Transmittal, Book-Entry Shares as the Paying Agent may reasonably request) and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Option Merger Consideration. (ii) Upon Parent shall cause the Paying Agent to deliver, upon (A) in the case of a Certificate, surrender of such Certificate (or effective affidavits of loss in lieu thereof) to the Paying Agent of a Certificate or Book-Entry Sharesfor cancellation, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be reasonably required by the Surviving Corporation Paying Agent or (B) in the case of Book-Entry Shares, the later of (i) the Effective Time and (ii) to the extent required by the Paying Agent, the time when an “agent’s message” is received by the Paying Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request), to the holder of such Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor Share, the Merger Consideration for each share formerly of Common Stock theretofore represented by such Certificate or Book-Entry Shares Share, as applicable, pursuant to Section 3.01(a), and such the Certificate or bookBook-entry Entry Share, as applicable, so surrendered shall then forthwith be canceledcancelled. No interest shall be paid or accrued for the benefit on any amount payable upon due surrender of holders Certificates (or effective affidavits of the Certificates loss in lieu thereof) or Book-Entry Shares on the Merger Consideration payable in respect cancellation of the Certificates or Book-Entry Shares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is upon due surrender of a Certificate may be paid to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be such a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise formerly representing such Shares is presented to the Paying Agent in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stamp, stock transfer and other or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation Notwithstanding anything herein to the Paying Agentcontrary, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of Company, the Company Stock Option Surviving Corporation, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent shall be entitled to receive in exchange therefor deduct and withhold (or cause to be deducted and withheld) from any amounts payable under this Agreement such amounts as are required to be withheld or deducted under the amount Internal Revenue Code of cash which such holder has 1986, as amended (the right to receive pursuant “Code”) or the Treasury Regulations, or under any provision of applicable U.S. federal, state or local or non-U.S. Tax Law with respect to the provisions making of Section 2.3such payment. To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option such deducted or withheld amounts shall be deemed at any time after the Effective Time to represent treated for all purposes only of this Agreement as having been paid to the right Person in respect of which such deduction or withholding was made. Notwithstanding anything herein to receive the Option Consideration contrary, any compensatory amounts payable to any current or former employee or service provider of the Company pursuant to or as contemplated by this Article IIAgreement shall be remitted to the applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, or, at the election of the Company and Parent, through a payroll agent, in either case subject to any required deductions or withholdings.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the fifth Business Day following the Closing Date, Parent shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b), (the “Certificates”A) or (2) shares a letter of Company Common Stock represented by book-entry (“transmittal with respect to Book-Entry Shares”), a customary letter of transmittal Shares (“Letter of Transmittal”to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Option Merger Consideration. (ii) Upon On surrender to the Paying Agent of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry SharesShares to the Paying Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or 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 in exchange therefor therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the Merger Consideration for each share formerly into which the shares represented by such Certificate Certificates or Book-Entry Shares and such Certificate or book-entry shall then be canceledhave been converted pursuant to this Section 2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject required to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIpaid. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (and in any event within two Business Days thereafter), Parent the Surviving Corporation shall cause the Paying Agent to deliver: (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), deliver a customary letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery) (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the shares of Company Class A Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Company Class A Common Stock in book-entry (the “Book-Entry Shares”), upon adherence to the procedures set forth in the Letter of Transmittal), and which shall be in a customary form and agreed to by Parent and the Company parties prior to the Closing) Closing and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) Consideration, to each holder of a Company Stock Option record, as of immediately prior to the Effective Time, of (A) Certificates or (B) Book-Entry Shares. Each holder of Certificates or Book-Entry Shares may thereafter until the first (1st) anniversary of the Effective Time (1) an Option Surrender Agreementsurrender such Certificates or Book-Entry Shares to the Paying Agent, and (2) instructions as agent for use in effecting such holder, under cover of the surrender Letter of such Company Stock Option in exchange for the Option ConsiderationTransmittal, if applicable. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares Share and such Certificate or bookBook-entry Entry Share shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registeredholder of record of such shares of Company Class A Common Stock, it shall be a condition of payment that the Certificate such shares of Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii3.3(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIIII. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (ia) As soon On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as practicable paying agent in the Merger (the “Paying Agent”). Promptly, and in any event within three (3) Business Days, after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount equal to deliver:the total amount required for the payments in Section 2.4(a)(iii) and 2.4(a)(iv). The cash amount so deposited with the Paying Agent is referred to as the “Exchange Fund.” (Ab) As soon as reasonably practicable after the Effective Time, the Paying Agent will mail to each the record holder, holders of Company Shares as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of whether such Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock Shares are represented by book-entry (“Certificates or Book-Entry Shares”), (i) a customary letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (“Letter of Transmittal”) (which shall specify including a provision confirming that delivery of Company Share Certificates or Book-Entry Shares shall be effected, and risk of loss and title to the Company Share Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Company Share Certificates or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(iAgent); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2ii) instructions for use in effecting the surrender of such Company Stock Option Share Certificates or Book-Entry Shares in exchange for the Option Consideration. (iiconsideration payable pursuant to Section 2.4(a)(iii) Upon surrender to and 2.4(a)(iv) for the Paying Agent number of a Certificate Company Shares previously represented by such Company Share Certificates or Book-Entry Shares, together with a duly executed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions by the Letter Paying Agent or Parent. Until surrendered as contemplated by this Section 2.6, all Company Share Certificates or Book-Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration payable pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) as contemplated by Section 2. If any Company Share Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of Transmittalthe consideration payable pursuant to Section 2.4(a)(iii), require the owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Company Share Certificate. (c) Upon surrender of a Company Share Certificate (or affidavit of loss and bond as indemnity, in accordance with Section 2.6(b), in lieu thereof) or Book-Entry Share for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agentpursuant to such instructions, the holder of such Company Share Certificate or Book-Entry Shares Share shall be entitled to receive the Per Share Merger Consideration in exchange therefor pursuant to Section 2.4(a)(iii), to be mailed (or made available for collection by hand if so elected by the Merger Consideration for each share formerly represented by surrendering holder) within five (5) Business Days following the later to occur of (i) the Paying Agent’s receipt of the Exchange Fund, and (ii) the Paying Agent’s receipt of such Company Share Certificate (or affidavit of loss and bond as indemnity, in accordance with Section 2.6(b), in lieu thereof) or Book-Entry Share, and the Company Share Certificate or Book-Entry Shares and such Certificate or book-entry Share so surrendered shall then forthwith be canceled. cancelled within five (5) Business Days. (d) No interest shall be paid or accrued for the benefit of the holders of the Certificates Company Share Certificate or Book-Entry Shares on the Merger Consideration consideration payable in respect to such holders pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Share Certificates or Book-Entry Shares. If Shares as of the date twelve (12) months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Share Certificates or Book-Entry Shares who have not theretofore surrendered their Company Share Certificates or Book-Entry Shares in accordance with this Section 2.6 shall thereafter look only to Parent for payment of the Per Share Merger Consideration is pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association Section 2.4(a)(iii). Parent or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it as otherwise instructed by Parent shall be a condition the owner of payment that any interest or other amounts earned on the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer Exchange Fund and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of Consideration. (f) Neither Parent nor the Surviving Corporation that such Taxes either have been paid shall be liable to any holder or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry former holder of Company Shares or to any other Person with respect to any Per Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. In the event that this Article II. (iii) Upon surrender of a Company Stock Option Agreement is terminated for cancellation any reason and any cash has been transmitted to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required such cash shall promptly be returned to Parent or as otherwise instructed by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIParent.

Payment Procedures. (i) As soon as practicable after With respect to any certificate which immediately prior to the Effective TimeTime represented outstanding Company Shares (the “Certificates”), Parent and the Surviving Corporation shall cause the Paying Agent to deliver: mail, promptly following the Effective Time (Abut in no event later than the fifth (5th) Business Day thereafter), to each holder of record holder, (as of immediately prior to the Effective Time, ) of such Certificates (1A) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title in customary form reasonably satisfactory to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Company and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or pursuant to such instructions, Parent shall cause the Paying Agent, Agent to pay and deliver as promptly as practicable after the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor Effective Time the Merger Consideration payable for each share formerly Company Share represented by such Certificate or Bookpursuant to Section 2.7 (less any applicable withholding Tax pursuant to Section 2.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-Entry certificated Company Shares and such Certificate or represented in book-entry form (the “Uncertificated Shares”), Parent shall then be canceledcause the Paying Agent to pay and deliver the Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 2.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Uncertificated Shares and (B) establish procedures with the Paying Agent and DTC to ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the Effective Time, upon surrender of Company Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Merger Consideration payable for each such Uncertificated Share pursuant to Section 2.7. (iii) The Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand Uncertificated Shares pursuant to this Section 2.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity outstanding Certificates and Uncertificated Shares (“Person”), other than the Person in whose name the surrendered Certificate is registered, it Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed, from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, less any applicable withholding Taxes pursuant to Section 2.8(e), payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime (and in any event within five Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, as of immediately prior Shares (other than Shares to the Effective Time, of (1be cancelled in accordance with Section 2.4(b) an outstanding certificate or certificates which and Dissenting Shares) immediately prior to the Effective Time represented shares of (other than The Depository Trust Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry SharesDTC”), ) (a) a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Uncertificated Shares, upon adherence to the procedures set forth in the Letter letter of Transmittaltransmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(b) and instructions for use in effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the Certificates applicable Merger Consideration payable in respect thereof pursuant to such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate or Uncertificated Shares to the Paying Agent together with such letter of transmittal, duly executed and completed in accordance with the instructions thereto and such other documents as may reasonably be requested by the Paying Agent, or, in the case of Book-Entry SharesDTC, the customary surrender procedures of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, DTC and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor for such properly surrendered Shares, and Parent and the Merger Consideration for each share formerly Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount equal to the product of (x) the number of Shares represented by such Certificate or Book-Entry Shares Uncertificated Shares, as the case may be, multiplied by (y) the Merger Consideration, and such the Certificate or book-entry Uncertificated Shares so surrendered shall then forthwith be canceledcancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares will accrue on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIpayable. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (and in any event within five (5) Business Days), Parent shall and the Surviving Corporation will cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates which that immediately prior to the Effective Time represented shares of outstanding Shares (other than Dissenting Company Common Stock Shares and Owned Company Shares) (the “Certificates”); and (ii) or subject to the last sentence of this Section 2.9(c), uncertificated Shares that represented outstanding Shares (2other than Dissenting Company Shares and Owned Company Shares) shares of Company Common Stock represented by book-entry (the “Book-Entry Uncertificated Shares”), ) (A) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Payment Agent); and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Per Share Price payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product obtained by multiplying (x) the aggregate number of Shares represented by such Certificate Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or Book-Entry Shares and such Certificate or other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry shall then transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be canceledentitled to receive in exchange therefor an amount in cash equal to the 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 respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such 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 accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price payable in respect upon the surrender of the such Certificates or Book-Entry Shares. If payment of the Merger Consideration is and Uncertificated Shares pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”this Section 2.9(c), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)so surrendered, each Certificate outstanding Certificates and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Article IIAgreement, 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) As soon as reasonably practicable after the Effective Time, and in any event not later than the fifth Business Day following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (Ax) mail to each holder of record holder, of Shares as of immediately prior to the Effective TimeTime whose Shares were converted into the Merger Consideration pursuant to Section 2.1, of (1A) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof which are reasonably acceptable to Parent) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closingshall reasonably determine) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, and (y) pay, by check or wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two Business Days prior to the Closing, to each holder of a Company Stock Option Considerationan amount in cash equal to the Option Consideration payable to such holder pursuant to Section 2.1(d) hereof in respect of such Company Stock Option. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check or, if requested in writing by the holder of such Certificates or Book-Entry Shares representing in excess of one percent (1%) of the Shares outstanding immediately prior to the Effective Time, a wire transfer of immediately available funds to an account designated by such holder, in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration for each share formerly represented by such (less any applicable withholding Taxes) and the Certificate or Book-Entry Shares and such Certificate or book-entry so surrendered shall then forthwith be canceledcancelled. No interest shall will be paid or accrued for the benefit on any amount payable upon due surrender of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Merger Consideration is Company, a check for any cash to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder upon due surrender of the Certificate surrendered or shall have established may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the satisfaction Paying Agent (or in the case of Book-Entry Shares, upon adherence to the Surviving Corporation applicable procedures set forth in the letter of transmittal), accompanied by all documents required to evidence and effect such transfer and to evidence that such any applicable stock transfer Taxes either (as hereinafter defined) have been paid or are not applicable. Until surrendered as contemplated by in accordance with this Section 2.5(b)(ii2.2(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or such other consideration as contemplated by this Article IImay be due pursuant to Section 2.1(f). (iii) Upon surrender The Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of a Shares or holder of Company Stock Option for cancellation Options such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of federal, state, local or foreign Tax Law with respect to the Paying Agentmaking of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), together with such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Option Surrender Agreement, duly executed, and any other documents reasonably required by holder of the Surviving Corporation Shares or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive Options in exchange therefor the amount respect of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, deduction and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIwithholding were made.

Payment Procedures. (ia) As soon If the Sale Date shall occur prior to the Contingent Value End Date, then within ninety (90) days following the Sale Date (or such longer period agreed in writing as shall be reasonably necessary for the Stockholders’ Representative, Parent and the Company to determine the Distributable Proceeds, which determination shall be made in good faith), or at such time as otherwise mutually agreed upon by Parent and the Stockholders’ Representative, it being understood that the Contingent Value End Date will be correspondingly extended to permit the distribution of the Distributable Proceeds, Parent shall deliver to the Rights Agent and the Stockholders’ Representative the calculation of the Distributable Proceeds as agreed to by Parent, the Company and the Stockholders’ Representative (the “Distributable Proceeds Notice”) establishing a payment date (the “CVR Payment Date”) with respect to the Distributable Proceeds that is within five (5) Business Days after the receipt of the Distributable Proceeds Notice. The Stockholders’ Representative shall be responsible for distributing the Distributable Proceeds Notice to the Holders. Any Contingent Value Rights held by Company stockholders who have perfected and not withdrawn a demand for appraisal rights pursuant to Section 262 of the Delaware General Corporation Law, as amended, shall be deemed to be outstanding for purposes of determining the amount to be paid per Contingent Value Right and Parent shall be paid the amount which would otherwise be paid in respect of such Contingent Value Right. (b) On or before the CVR Payment Date, Parent shall cause an amount of cash equal to the Distributable Proceeds to be deposited with the Rights Agent. On the CVR Payment Date or as promptly as practicable after the Effective Timethereafter, Parent shall cause the Paying Rights Agent to deliver:pay the applicable amount to each of the Holders by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such payment date. The amount paid in respect of each Contingent Value Right shall be equal to the quotient obtained by dividing the Distributable Proceeds by the number of Contingent Value Rights outstanding as reflected on the CVR Register (the “CVR Payment Amount”). (Ac) Parent’s obligation to each record holderpay the Distributable Proceeds shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, as issued, promulgated, enforced or entered any Order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of immediately prior the Distributable Proceeds and the payment being otherwise lawful. If the Distributable Proceeds shall not have been paid to the Holders by the later of (i) the one year anniversary of the Contingent Value End Date and (ii) the fourth anniversary of the Effective Time, none of Parent, the Company or any of their Affiliates shall have any further obligation to pay the Distributable Proceeds. (1d) an outstanding certificate Any funds comprising the cash deposited with the Rights Agent under Section 4.4(b) that remain undistributed to the Holders of Contingent Value Rights twelve (12) months after the CVR Payment Date shall be delivered to Parent by the Rights Agent, upon demand, and any Holders of Contingent Value Rights who have not theretofore received payment in exchange for such Contingent Value Rights shall thereafter look only to Parent for payment of their claim therefor. Notwithstanding any other provisions of this Agreement, any portion of the consideration provided by Parent to the Rights Agent that remains unclaimed 180 days after termination of this Agreement in accordance with Section 8.8 of this Agreement (or certificates which such earlier date immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”such time as such amounts would otherwise escheat to, or become property of, any Governmental Entity) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”)shall, a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passextent permitted by law, only upon proper delivery become the property of the Certificates Company free and clear of any claims or interest of any person previously entitled thereto, subject to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Considerationany escheatment laws. (iie) Upon surrender The Rights Agent shall deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, the amounts, if any, that Parent or its Affiliates are required to deduct and withhold with respect to the Paying making of such payment under the Code; provided that in determining the required amount to be withheld, the Rights Agent of a Certificate will give effect to any properly presented form (e.g., Form W-8 or Book-Entry Shares, together W-9 as applicable) eliminating or reducing the amount required to be withheld. To the extent that amounts are so withheld or paid over to or deposited with the Letter of Transmittalrelevant Governmental Entity, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares withheld amounts shall be entitled treated for all purposes of this Agreement as having been paid to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable Holder in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, deduction and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIwithholding was made.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, and in any event not more than three (3) Business Days thereafter, Parent shall and the Surviving Corporation will cause the Paying Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares, the “Certificates”) or (2) 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 by book-entry 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 “Book-Entry Uncertificated Shares”), (A) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Agent); and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. Merger Consideration payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions to which they are entitled pursuant to clause (ii) of the first sentence of Section 3.3(c). Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive receive, and the Paying Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the Merger Consideration for each share formerly payable in respect of the number of shares of Company Common Stock represented by such Certificate Certificate, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Paying Agent (or Book-Entry Shares and such Certificate or other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive, and the Paying Agent shall then promptly pay, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, and the transferred Uncertificated Shares so surrendered will be canceledcancelled. 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 shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry 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 or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.1(a)(ii). (ii) Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Paying Agent and the Depository Trust Company with the objective that the Paying Agent will transmit to the Depository Trust Company or its nominees on the first Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment number of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or shares of Company Common Stock (excluding any other form shares of business or professional entity (“Person”Company Common Stock described in Section 3.1(a)(iii), the Rollover Shares and Dissenting Shares, and including any dividends or other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting distributions pertaining to such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered shares as contemplated by this clause (ii) of the first sentence of Section 2.5(b)(ii3.3(c), each Certificate and each Book-Entry Share shall, subject ) held of record by the Depository Trust Company or such nominee immediately prior to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IITime. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (but in no event more than five (5) Business Days following the Effective Time), Parent shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of Shares (1other than Excluded Shares) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify in customary form as reasonably agreed by Purchaser and the Company specifying 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 (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, (or effective affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Merger Consideration. . Upon the proper surrender of a Certificate (iior effective affidavit of loss in lieu thereof) Upon surrender to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter a properly completed letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may reasonably be reasonably required requested by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall will be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable cash in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to this Article III in the provisions form of Section 2.3a check, to be mailed, as soon as reasonably practicable (but in no event more than five (5) Business Days after the receipt thereof), and the Company Stock Option Certificate so surrendered shall then will forthwith be canceledcancelled. Until surrendered No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in accordance with the provisions transfer records of this Section 2.5(b)(iii)the Company, each Company cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. All payments owed to the holders of Stock Option Options or holders of Warrants shall be deemed at any time made from the Payment Fund as soon as reasonably practicable after the Effective Time to represent for all purposes only (but in no event more than five (5) Business Days after the right to receive the Option Consideration as contemplated by this Article IIEffective Time).

Payment Procedures. (i) As soon as practicable after Promptly following the Effective TimeTime (and in any event within three Business Days), Parent and the Surviving Corporation shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, Time (other than Owned Company Shares) of (1) an outstanding certificate one or more certificates which 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)) or (2i) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalPayment Agent), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(ii) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Per Share Price payable with respect to the shares of Company Common Stock formerly represented thereby pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificates by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), 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 and Dissenting Company Shares, as applicable) (the “Uncertificated Shares”) will be required to deliver a Certificate or Book-Entry 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 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 as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and such Certificate or book-entry shall then the transferred Uncertificated Shares will be canceledcancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand transfer of Uncertificated Shares pursuant to this Section 2.9(c). If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate Until so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer transferred, outstanding Certificates and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by this Article IIPer Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the fifth Business Day following the Closing Date, Parent shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.4(b), (the “Certificates”A) or (2) shares a letter of Company Common Stock represented by book-entry (“transmittal with respect to Book-Entry Shares”), a customary letter of transmittal Shares (“Letter of Transmittal”to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Option Merger Consideration. (ii) Upon On surrender to the Paying Agent of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry SharesShares to the Paying Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or 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 in exchange therefor therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the Merger Consideration for each share formerly into which the shares represented by such Certificate Certificates or Book-Entry Shares and such Certificate or book-entry shall then be canceledhave been converted pursuant to this Section 2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes Tax either have has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject required to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIpaid. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, and in any event within three Business Days, Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of Company Common Stock outstanding Shares, and (the “Certificates”ii) or (2) shares of Company Common Stock non-certificated Shares represented by book-entry (the “Book-Entry Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7, (A) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Shares represented by such Certificate 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 Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Paying Agent (or such other customary documents evidence, if any, of transfer as may be reasonably required by the Surviving Corporation or the Paying AgentAgent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate or Book-Entry Uncertificated 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 represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration for each share formerly represented pursuant to Section 2.7, by such Certificate or Book-Entry (y) the Merger Consideration (less any applicable withholding Tax pursuant to Section 2.9(e)), and the transferred Uncertificated Shares and such Certificate or book-entry so surrendered shall then 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 or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry and Uncertificated Shares. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity outstanding Certificates and Uncertificated Shares (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer Certificates and that the Person requesting such payment shall have paid Uncertificated Shares representing any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share Dissenting Shares) shall, subject to Section 2.2, be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying AgentTime, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the second (2nd) Business Day following the Closing Date, Parent shall cause the Paying Agent to deliver: mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(imay mutually reasonably agree); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Option Merger Consideration. (ii) Upon surrender to the Paying Agent of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry SharesShares to the Paying Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or 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 in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and such Certificate or book-entry shall then be canceled(y) the Merger Consideration. No interest shall be paid or accrued for the benefit on any amount payable upon due surrender of holders Certificates (or effective affidavits of the Certificates or Book-Entry Shares on the Merger Consideration payable loss in respect of the Certificates lieu thereof) or Book-Entry Shares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is upon due surrender of a Certificate may be paid to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be such a condition of payment that transferee if the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the Person requesting such payment shall have paid any applicable stock transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the The Paying Agent, the holder of Company, the Company Stock Option Surviving Corporation, Parent and Merger Sub, as applicable, shall be entitled to receive in exchange therefor deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the amount Internal Revenue Code of cash which such holder has 1986, as amended (the right to receive pursuant “Code”), or under any provision of applicable state, local or foreign Tax Law with respect to the provisions making of Section 2.3such payment. To the extent that amounts are so deducted or withheld and timely and properly paid over to the relevant Governmental Entity, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option such deducted or withheld amounts shall be deemed at any time after the Effective Time to represent treated for all purposes only of this Agreement as having been paid to the right to receive the Option Consideration as contemplated by this Article IIPerson in respect of which such deduction or withholding was made.

Payment Procedures. Promptly following the Closing (iand in any event within three (3) As soon as practicable after Business Days following the Effective TimeClosing), Parent shall and the Surviving Corporation will cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Certificates”) or (2ii) uncertificated shares of Company Common Stock represented by book-entry (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Book-Entry Uncertificated Shares”), ): (A) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Payment Agent); and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry and Uncertificated Shares, the surrender of such sharesas applicable, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Per Share Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate Certificate; by (y) the Per Share Price (subject to Section 2.13), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or Book-Entry Shares and such Certificate or other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry shall then transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be canceledentitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.13), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such 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 accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price, payable in respect upon the surrender of the such Certificates or Book-Entry Shares. If payment of the Merger Consideration is and Uncertificated Shares pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”this Section 2.10(c), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)so surrendered, each Certificate outstanding Certificates and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Article IIAgreement, 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) As soon as practicable Promptly after the Effective Time (but no later than three (3) Business Days after the Effective Time), Parent shall cause the Paying Exchange Agent to deliver: (A) will mail to each holder of record holder, as of immediately prior to the Effective Time, a certificate representing outstanding shares of (1) an outstanding certificate or certificates which Company Common Stock immediately prior to the Effective Time represented shares of Company Common Stock (the a “CertificatesCertificate”) or whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a): (21) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall held by such holder will pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent or, in the case of Book-Entry Shares, upon adherence to accordance with the procedures set forth in the Letter letter of Transmittal, transmittal and which shall be in a customary form and agreed substance reasonably satisfactory to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i)Company; and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Certificates in exchange for the Option Consideration. Merger Consideration with respect to such shares; provided, however, with respect to each holder of Certificates whose shares cease to be Dissenting Shares following the Effective Time pursuant to Section 2.05, Parent shall instruct the Exchange Agent promptly after the date on which Parent becomes aware that such Dissenting Shares have ceased to be Dissenting Shares to mail to such holder the letter of transmittal and instructions referred to above with respect to such shares. (ii) Upon surrender to to, and acceptance in accordance with Section 2.03(b)(iii) by, the Paying Exchange Agent of a Certificate (or Book-Entry Shares, affidavits of loss in lieu thereof under Section 2.03(g)) together with the Letter letter of Transmittaltransmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, the holder thereof will be entitled to the Merger Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate surrendered under this Agreement. (iii) The Exchange Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates in accordance with customary exchange practices. (iv) Notwithstanding anything herein to the contrary, any holder of uncertificated shares of Company Common Stock (including any shares held pursuant to the Company Benefit Plans) represented by book entry immediately prior to the Effective Time and whose shares were converted into the right to receive the Merger Consideration (“Book-Entry Shares”), shall not be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares that are converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, cash in an amount equal to the Merger Consideration multiplied by the number of uncertificated shares of Company Common Stock previously represented by such other customary documents as Book-Entry Shares. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares. (v) From and after the Effective Time, no further transfers may be reasonably required by made on the Surviving Corporation records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Paying AgentCompany for transfer, the holder of such Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor canceled against delivery of the Merger Consideration for each share formerly payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Shares and Share. (vi) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (vii) At any time after the Effective Time until surrendered as contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or bookBook-entry shall then be canceledEntry Share as contemplated by Section 2.01(a). No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the shares of Company Common Stock represented by Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares and (ii) non-certificated Company Shares represented in book-entry form (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (A) a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effectedin customary form reasonably satisfactory to the Company and Parent, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate 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 2.8(e)), and the Certificates so surrendered shall forthwith be canceled. Notwithstanding the foregoing, upon receipt of an “agent’s message” by the Surviving Corporation Paying Agent (or such other evidence, if any, of transfer as the Paying AgentAgent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate or Book-Entry Uncertificated 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 Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration for each share formerly represented pursuant to Section 2.7, by such Certificate or Book-Entry (y) the Merger Consideration (less any applicable withholding Tax deductible in respect thereof pursuant to Section 2.8(e)), and the Uncertificated Shares and such Certificate or book-entry so transferred shall then 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 or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand Uncertificated Shares pursuant to this Section 2.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity outstanding Certificates and Uncertificated Shares (“Person”), other than the Person in whose name the surrendered Certificate is registered, it Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed, from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 2.8(e), payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following the Closing (i) As soon as practicable after and in any event within three Business Days following the Effective TimeClosing), Parent shall and the Surviving Corporation will cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); (ii) or (2) uncertificated shares of Company Common Capital Stock represented by book-entry (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Book-Entry Uncertificated Shares”), ): (A) a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Payment Agent); and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry and Uncertificated Shares, the surrender of such sharesas applicable, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Per Share Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares shall Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration for each share formerly product obtained by multiplying (x) the aggregate number of shares of Company Capital Stock represented by such Certificate Certificate; by (y) the Per Share Price (subject to Section 2.12), and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or Book-Entry Shares and such Certificate or other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry shall then transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be canceledentitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (subject to Section 2.12), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such 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 accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price, payable in respect upon the surrender of the such Certificates or Book-Entry Shares. If payment of the Merger Consideration is and Uncertificated Shares pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”this Section 2.9(c), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)so surrendered, each Certificate outstanding Certificates and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Article IIAgreement, 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) As soon promptly as practicable after following the Effective Time, Parent and Merger Sub shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1) an outstanding a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”other than shares cancelled pursuant to Section 2.7(a)(ii) or hereof and Dissenting Shares) (2i) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the ClosingAgent) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares Certificates shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares payable in respect thereof pursuant to the provisions of this Article II, and such Certificate or book-entry the Certificates so surrendered shall then forthwith be canceled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time to evidence only the right to receive the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive thereof pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (ia) As soon as practicable after The Borrower hereby authorizes the Effective Time, Parent shall cause the Paying Agent to deliver: (A) charge the Loan Account with the amount of all principal, interest, fees, expenses and other payments to each record holderbe made hereunder and under the other Loan Documents. The Agent may, as of immediately prior to but shall not be obligated to, discharge the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to Borrower's payment obligations hereunder by so charging the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option ConsiderationLoan Account. (iib) Upon surrender Each payment by the Borrower on account of principal, interest, fees or expenses hereunder shall be made to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on Agent and the Merger Consideration payable in respect of Lenders according to the Certificates or Book-Entry Sharestheir respective rights thereto. If payment of the Merger Consideration is All payments to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to an individual2:00 P.M. (New York time) on the due date thereof to the Agent, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form for the account of business or professional entity the Lenders according to their Pro Rata Shares (“Person”except as expressly otherwise provided), other than at the Person Agent's Payment Account in whose name immediately available funds. Except for payments which are expressly provided to be made (i) for the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason account of the payment Agent only or (ii) under the settlement provisions of Section 2.3(i), the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or Agent shall have established distribute all payments to the satisfaction Lenders on the Business Day following receipt in like funds as received. Notwithstanding anything to the contrary contained in this Agreement, if a Lender exercises its right of setoff under Section 11.3 or otherwise, any amounts so recovered shall promptly be shared by such Lender with the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject other Lenders according to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IItheir respective Pro Rata Shares. (iiic) Upon surrender The Agent shall apply all amounts received by it on account of a Company Stock Option for cancellation the Obligations from the Borrower, from the Blocked Account Banks or from any other source first, to fees, costs and expenses, second, to interest and third, to the Paying Agentprincipal amount of the Obligations, together except that, during the continuance of an Event of Default, the Agent may, with the Option Surrender Agreementconsent of the Required Lenders, duly executed, apply such amounts to such of the Obligations and in such order as it may elect in its sole and absolute discretion. (d) Whenever any other documents reasonably required by the Surviving Corporation or the Paying Agentpayment to be made hereunder shall be stated to be due on a day that is not a Business Day, the holder payment may be made on the next succeeding Business Day (except as specified in clause (ii) of the Company Stock Option definition of Interest Period) and such extension of time shall be entitled to receive included in exchange therefor the computation of the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIinterest due hereunder.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1x) an outstanding a certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2y) uncertificated shares of Company Common Stock represented by book-entry (“Book-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 customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter letter of Transmittaltransmittal, as applicable, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(ii) and instructions for use in effecting the surrender of the Certificates or, in the case of or Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Shares in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender to the Paying Agent of a Certificate Certificates or Book-Entry SharesShares for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate payable in respect thereof pursuant to the provisions of this Article III, and the Certificates or Book-Entry Shares and such Certificate or book-entry so surrendered shall then forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharespursuant to this Section 3.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it outstanding Certificates shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) As soon as practicable possible after the Effective TimeTime (but in no event later than three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate a Certificate or certificates which Certificates or Book-Entry Shares that immediately prior to the Effective Time represented shares of Company Common Stock outstanding Shares (the “Certificates”other than Excluded Shares and Dissenting Shares) or (2A) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which letter shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior to the Closingmay reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry SharesShares to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, together with the Letter such letter of Transmittaltransmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other customary documents as may reasonably be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of Merger Consideration for each share formerly payable in cash in respect of the Shares previously represented by such Certificate or Book-Entry Shares and pursuant to the provisions of this Article II, to be paid within three (3) Business Days (or such longer period required by the Paying Agent) of the Paying Agent’s receipt of such Certificate (or bookaffidavits of loss in lieu thereof) or Book-entry shall then be canceled. No interest shall be paid or accrued for Entry Shares, the benefit duly executed and completed letter of holders of transmittal and any other documents as reasonably required by the Certificates Paying Agent, and the Certificate or Book-Entry Shares on so surrendered shall forthwith be canceled. In the Merger Consideration payable event of a transfer of ownership of Shares that is not registered in respect the transfer records of the Certificates or Book-Entry Shares. If Company, payment of the Merger Consideration is to may be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person requesting such payment shall have paid pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have Tax has been paid or are is not applicable. Until surrendered as contemplated by No interest shall be paid or accrue on any cash payable pursuant to this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.

Payment Procedures. (i) As soon as reasonably practicable after Parent’s deposit of the Effective TimeAdditional Merger Consideration portion of the Payment Fund pursuant to Section 2.4(a) hereof, Parent shall cause the Paying Agent to shall deliver: (A) to each holder of record holderof a certificate or certificates that, as of immediately prior to the Effective Time, of (1) an represented outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the each, a “CertificatesCertificate”) or (2) ), which holder’s shares of Company Common Stock represented by book-entry were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (“Book-Entry Shares”), x) a customary form of letter of transmittal (the “Letter of Transmittal”) (which shall specify ), reasonably acceptable to Parent and the Company, specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Exchange Agent; and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(y) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, exchange for payment of the Merger Consideration set forth in Section 2.1(b)(i)Consideration; and (B) to each holder of a an outstanding Company Stock Option as of entitled to receive the Effective Time Option Consideration: (1x) an option surrender agreement (an “Option Surrender Agreement, ”) that shall be in substantially the form attached hereto as Exhibit A; and (2y) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter of Transmittal, duly completed and validly executed executed, or an “agent’s message” in accordance with the instructions theretocase of a book entry transfer, and such any other customary documents as may be reasonably required by the Surviving Corporation Parent or the Paying Agent, (A) the holder of such a Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor an amount equal to the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment product of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form multiplied by the number of business or professional entity (“Person”), other than the Person in whose name shares of Company Common Stock formerly represented by the surrendered Certificate is registeredCertificate, it shall be a condition of payment that and (B) the Certificate so surrendered shall forthwith be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicablecanceled. Until surrendered as contemplated by this Section 2.5(b)(ii)2.4, each Certificate and each Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate amount of Merger Consideration as contemplated by this Article IISection 2.1. In no event shall the holder of any such surrendered Certificate be entitled to receive any interest on any cash to be received in the Merger. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation Parent or the Paying Agent, (A) the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which that such holder has the right to receive pursuant to the provisions of Section 2.32.2, and (B) the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii)2.4, each outstanding Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIConsideration. In no event shall the holder of any Company Stock Option be entitled to receive any interest on any cash to be received in the Merger.

Payment Procedures. (i) As soon as reasonably practicable after following the Effective TimeClosing, Parent shall cause the Paying Payment Agent to deliver: (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), mail a customary letter of transmittal in the form supplied by Parent (the “Letter of Transmittal”) (which shall specify that delivery shall be effectedto each Company Stockholder, Company Warrantholder and risk of loss and title to each Non-Employee Company Option Holder at the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures address set forth in opposite each such Person’s name on the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option ConsiderationClosing Spreadsheet. (ii) Upon surrender to For Company Stockholders, after receipt by the Paying Payment Agent of a Certificate Letter of Transmittal (with respect to shares of Company Capital Stock) and any other documents (including applicable Tax forms and a duly executed Joinder Agreement) that Parent or Book-Entry Sharesthe Payment Agent may reasonably require in connection therewith (the “Exchange Documents”), together duly completed and validly executed in accordance with the Letter instructions thereto and the original certificate representing shares of TransmittalCompany Capital Stock (a “Company Stock Certificate”) or Affidavit of Loss therefor, Parent shall cause the Payment Agent to pay to the holder of such Company Stock Certificate in exchange therefor that portion of the Merger Consideration payable in respect thereto pursuant to Section 1.3(b)(i)-(x) (less (A) the cash amounts to be withheld and deposited in the Escrow Fund on such holder’s behalf pursuant to Section 2.3(b)(ii), and, if applicable, (B) the cash amounts to be deposited with the Stockholders’ Representative on such holder’s behalf pursuant to Section 2.3(b)(iii)), and the Company Stock Certificate so surrendered shall be cancelled. No portion of the Merger Consideration shall be paid or payable to the holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (or Affidavit of Loss therefor) and validly executed Exchange Documents in accordance with the terms and conditions hereof. (iii) For Company Warrantholders and Non-Employee Company Option Holders, after receipt by the Payment Agent of the Exchange Documents and any other documents (including applicable Tax forms) that Parent or the Payment Agent may reasonably require in connection therewith (which for the avoidance of doubt, will not include a Joinder Agreement), each of which shall be duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by Parent shall cause the Surviving Corporation Payment Agent to pay to the applicable Company Warrantholder or the Paying Agent, the holder of such Certificate or BookNon-Entry Shares shall be entitled to receive Employee Company Option Holder in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit that portion of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Sharesthereto pursuant to Section 1.3(c)(i) and Section 1.3(d) (as applicable). If payment No portion of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed paid or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration payable to a Person other than the registered holder of the Certificate surrendered Company Warrantholder or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each BookNon-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Employee Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered Holder without executed Exchange Documents in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIterms and conditions hereof.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1) an outstanding a certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of non-certificated Company Common Stock 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 customary letter of transmittal (“Letter of Transmittal”) in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to or transfer of the Paying Agent or, in the case of Book-Entry Shares, upon adherence Shares to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the ClosingPayment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or, in the case or transfer of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Shares in exchange for the Option Consideration. (ii) Upon surrender Merger Consideration payable in respect thereof pursuant to the Paying provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent of a Certificate or Book-Entry Sharesto such other agent or agents as may be appointed by Parent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and or (ii) receipt of an “agent’s message” by the Paying Agent (or such other customary documents evidence, if any, of the transfer as may be reasonably required by the Surviving Corporation or the Paying AgentAgent 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 Merger Consideration for each share formerly represented by such Certificate payable in respect thereof pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares and such Certificate or book-entry so transferred shall then forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.8. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it Shares shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (a) In the event that the Milestone is attained, then, on or prior to the Milestone Notice Date, Parent shall deliver or cause to be delivered to the Rights Agent (i) As soon a notice (the “Milestone Notice”) indicating which Milestone was attained and an Officer’s Certificate certifying the same and (ii) cash, by wire transfer of immediately available funds to an account specified by the Rights Agent, equal to the aggregate amount necessary to pay the Milestone Payment Amount to all Holders (other than Holders who received CVRs in consideration of the Covered Equity Awards) pursuant to Section 4.2, along with any letter of instruction reasonably required by the Rights Agent, solely to the extent such requirement has been communicated to Parent by the Rights Agent. The Milestone Notice shall include the Net Revenue Statement. (b) The Rights Agent shall promptly, and in any event within ten (10) Business Days of receipt of the items set forth in Section 2.4(a), send each Holder at its registered address a copy of such Milestone Notice. If a Milestone Payment is payable to the Holders (other than Holders who received CVRs in consideration of the Covered Equity Awards), then at the time the Rights Agent sends a copy of the Milestone Notice to such Holders, the Rights Agent shall also pay the Milestone Payment Amount to each of the Holders in accordance with the corresponding letter of instruction (i) by check mailed to the address of such Holder reflected in the CVR Register as practicable after of 5:00 p.m. Eastern Time on the Effective Timedate of the Milestone Notice or (ii) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate who has provided the Rights Agent wiring instructions in writing as of the close of business on the date of the Milestone Notice, by wire transfer of immediately available funds to the account specified on such instructions. With respect to any Covered Milestone Payment that is payable to Holders of Covered Equity Awards, Parent shall or shall cause the Surviving Corporation or an affiliate of Parent (or, at Parent’s election, a third-party payroll provider of national reputation) to pay, as soon as reasonably practicable following the date on which the Milestone Notice has been delivered to the Rights Agent (but in no event later than March 15th of the calendar year following the calendar year in which the applicable Milestone was attained), the Covered Milestone Payment applicable to such Holder through Parent’s, the Surviving Corporation’s or an Affiliate of Parent’s (or such third-party payroll provider’s) payroll system or third-party payroll agent or by the Paying Agent. If any such payment in accordance with this Section 2.4(b) cannot be made through the applicable payroll system or payroll provider or by the Paying Agent, then the Parent shall cause to be issued a check for such payment to such Holder of Covered Equity Awards (less applicable withholding Taxes, if any), as soon as reasonably practicable following the delivery of the Milestone Notice (but in no event later than March 15th of the calendar year following the calendar year in which the applicable Milestone was attained) at the address for such Holder set forth in the CVR Register or, if such person is then employed by Parent or a Subsidiary of Parent, at the most recent address on the Parent’s or such Subsidiary’s personnel records for such Holder. For the avoidance of doubt, each Covered Milestone Payment is intended to constitute payments within the “short-term deferral” period following the lapse of a “substantial risk of forfeiture” (as such terms are defined for purposes of Section 409A) or shall otherwise be paid in compliance with or under an alternative exemption from Section 409A; provided, however, that to the extent any such payment would cause an impermissible acceleration event under Section 409A, such amount shall instead be paid at the earliest time such payment would not cause or reasonably be expected to cause an impermissible acceleration event under Section 409A. (c) Parent (or its applicable Affiliate) shall be entitled to deduct or withhold, or cause the Rights Agent to deliver:deduct or withhold, from any payments made pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code, the U.S. Treasury Regulations thereunder, or any other applicable Law. Any such withholding with respect to Holders who received CVRs in consideration of the Covered Equity Awards shall be made, or caused to be made, through making payments through the payroll systems of the Surviving Corporation or any of its Affiliates. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder (other than ordinary course payroll withholding and reporting on the Covered Milestone Payments), Parent shall instruct the Rights Agent to solicit from such Holder an IRS Form W‑9, IRS Form W‑8 or other applicable Tax form within a reasonable amount of time in order to provide the opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts. To the extent any such amounts are so deducted or withheld and paid over to the appropriate Tax authority, such amounts shall be treated for all purposes under this Agreement and the Merger Agreement as having been paid to the Holder to whom such amounts would otherwise have been paid. To the extent such amounts are so deducted or withheld from the Covered Milestone Payments (as defined below), the Rights Agent shall, as soon as reasonably practicable, deliver such amounts to Parent for the purposes of remitting such amounts to the IRS. In no event shall the Rights Agent have any duty, obligation or responsibility for wage or Form W‑2 reporting with respect to Milestone Payments (including Covered Milestone Payments) made to the Holders. (Ad) If any funds delivered to each record holderthe Rights Agent for payment to the Holders as Milestone Payment Amounts remain undistributed to the Holders on the date that is six (6) months after the date of the Milestone Notice, Parent shall be entitled to require the Rights Agent to deliver to Parent or its designee any funds which had been made available to the Rights Agent in connection with such Milestone Payment Amounts and not disbursed to the Holders (including, all interest and other income received by the Rights Agent in respect of all funds made available to it), and, thereafter, such Holders shall be entitled to look to Parent or any successor in interest of Parent (subject to abandoned property, escheat and other similar Laws) only as general unsecured creditors thereof with respect to the Milestone Payment Amounts that may be payable, without interest. (e) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Person (including any Holder) for any Milestone Payment Amounts delivered to a public official pursuant to any abandoned property, escheat or other similar Laws. If, despite Parent’s and the Rights Agent’s commercially reasonable efforts to deliver a Milestone Payment Amount to the applicable Holder, such Milestone Payment Amount has not been paid immediately prior to the Effective Timedate on which such Milestone Payment Amount would otherwise escheat to or become property of any Governmental Authority, of (1) an outstanding certificate or certificates which immediately prior such Milestone Payment Amount shall become, to the Effective Time represented shares extent permitted by applicable Laws, the property of Company Common Stock Parent or its designee, free and clear of all claims or interest of any Person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, Parent agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in connection with transferring such property to Parent. (f) Except as otherwise required by applicable law, including to the extent any portion of any Milestone Payment Amount is required to be treated as imputed interest pursuant to applicable Law (including Section 483 of the Code), the parties hereto intend to treat, for all U.S. federal and applicable state and local income Tax purposes, (i) any CVRs and Milestone Payment Amounts received with respect to Shares pursuant to the Merger Agreement as additional consideration for such Shares and (ii) Milestone Payment Amounts paid in respect of each CVR that was received with respect to Covered Equity Awards pursuant to the Merger Agreement (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry SharesCovered Milestone Payments”), and not the receipt of such CVR, as wages in the year in which the applicable Milestone Payment Amount is made. Parent shall (and shall instruct the Rights Agent to) report for all Tax purposes in a customary letter manner consistent with the foregoing, including by instructing the Rights Agent to deliver to applicable Holders IRS Form 1099-B with respect to the receipt of transmittal Milestone Payments (“Letter of Transmittal”) (which shall specify that delivery shall be effectedother than Covered Milestone Payments), and risk none of loss and title the parties hereto will take any position to the Certificates shall passcontrary on any U.S. federal and applicable state and local income Tax Return or for other U.S. federal and applicable state and local income tax purposes, only upon proper delivery of except as required by applicable Law. To the Certificates to the Paying Agent orextent required by applicable Law, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalParent shall, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by cause the Surviving Corporation or the Paying Agentto, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No report imputed interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable Milestone Payment Amounts in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established CVRs received with respect to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive Shares pursuant to the provisions Merger Agreement pursuant to Section 483 of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IICode.

Payment Procedures. Promptly following the Closing (i) As soon as practicable after and in any event within three Business Days following the Effective TimeClosing), Parent shall and the Surviving Corporation will cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates which that immediately prior to the Effective Time represented outstanding shares of Company Common Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”) ); or (2ii) uncertificated shares of Company Common Capital Stock represented by book-entry (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Book-Entry Uncertificated Shares”)): (A) in the case of holders of Certificates, a customary letter of transmittal (“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 proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, Payment Agent); and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry and Uncertificated Shares, the surrender of such sharesas applicable, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Per Share Price, payable in respect thereof pursuant to Section 2.7. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder holders of such Certificate or Book-Entry Shares 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 Merger Consideration for each share formerly product obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such Certificate Certificate; by (2) the Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or Book-Entry Shares and such Certificate or other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry shall then transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be canceledentitled 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 (x) the aggregate number of shares of Company Capital Stock represented by such ▇▇▇▇▇▇’s transferred Uncertificated Shares; by (y) the Per Share Price, and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such 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 accordance with normal exchange practices. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price, payable in respect upon the surrender of the such Certificates or Book-Entry Shares. If payment of the Merger Consideration is and Uncertificated Shares pursuant to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”this Section 2.9(c), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)so surrendered, each Certificate outstanding Certificates and each Book-Entry Share shall, subject to Section 2.2, Uncertificated Shares will be deemed at any time from and after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the contrary in this Article IIAgreement, 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) As soon promptly as practicable after the Effective TimeTime (but in no event more than three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (A) mail to each record holderPerson who was, as of immediately prior to the Effective Time, a holder of a Share Certificate (1other than a Share Certificate representing (A) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) Canceled Shares or (2B) shares of Company Common Stock represented by book-entry Appraisal Shares, which shall be treated in accordance with Section 2.06) (“Book-Entry Shares”), x) a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Share Certificate shall pass, only upon proper delivery of the Certificates such Share Certificate (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Paying Agent orAgent), in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender AgreementClosing Date, and (2y) instructions for use in effecting the surrender of such Company Stock Option Share Certificate to the Paying Agent in exchange for payment of the Option ConsiderationMerger Consideration as provided in Section 2.01(c). (ii) Upon surrender to the Paying Agent delivery of a Certificate or Book-Entry Shares, together with the Letter letter of Transmittaltransmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may reasonably be reasonably required by the Paying Agent), and surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)), as contemplated in subsection (i) of this Section 2.02(b), Parent and the Surviving Corporation or shall instruct the Paying AgentAgent to, as promptly as practicable, pay and deliver to the holder of such Share Certificate or Book-Entry Shares shall be entitled the aggregate Merger Consideration that such holder has the right to receive pursuant to this Agreement (in exchange therefor each case, with respect to the Merger Consideration for each share shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”Share Certificate), other than and the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate Share Certificates so surrendered shall forthwith be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicablecanceled. Until surrendered as contemplated by this Section 2.5(b)(ii)2.02, each Share Certificate and each Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.02. (iii) Upon surrender (A) The Persons who were, at the Effective Time, holders of Book-Entry Shares (other than (i) Canceled Shares or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.06) shall not be required to deliver a Company Stock Option for cancellation Share Certificate or an executed letter of transmittal to the Paying Agent, together with the Option Surrender Agreement, duly executed, and Agent or to take any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled action to receive in exchange therefor the amount of cash which Merger Consideration that such holder has the right is entitled to receive pursuant to Section 2.01(c); provided, that such Persons may be required to comply with procedures as may customarily be required by the provisions Paying Agent for holders of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIBook-Entry Shares.

Payment Procedures. (i) As soon as practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to deliver: (A) mail to each holder of record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate a Certificate or certificates which Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the “Certificates”other than Excluded Shares) or (2A) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalAgent, and which letter shall be in a customary such form and agreed to by have such other provisions as Parent and the Company prior may reasonably agree), (B) a draft of the declaration, in a form reasonably agreed by the Parties, in which the beneficial owner of Company Stock provides certain declarations and information necessary for Parent to determine, reasonably and in good faith, the Tax amounts (if any) which need to be withheld from the consideration payable to such beneficial owner pursuant to the Closingterms of the Ordinance, the Code, or any provision of state, local, Israeli or foreign Law (a “Tax Declaration”), and (C) and instructions for use in effecting the surrender of the Certificates or, (or affidavits of loss in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (Blieu thereof) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Per Share Merger Consideration to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavit of loss in lieu thereof) to the Paying Agent of a Certificate or Book-Entry SharesAgent, together with the Letter such letter of Transmittaltransmittal, duly executed and completed and validly executed in accordance with the instructions thereto, the Tax Declaration, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the Merger Consideration for each share formerly number of shares of Company Stock represented by such Certificate (or Book-Entry Shares affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.08(h)), and such the Certificate or book-entry so surrendered shall then forthwith be canceledcancelled. No interest shall be paid or accrued for In the benefit event of holders a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If Company, payment of the Merger Consideration is to may be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that the if such Certificate so surrendered shall be properly endorsed or shall otherwise be otherwise in proper form for transfer and that the Person requesting such payment shall have paid pay any transfer and or other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the such Certificate surrendered or shall have established establish to the satisfaction of the Surviving Corporation Parent that such Taxes either have Tax has been paid or are is not applicable. Until surrendered as contemplated by No interest shall be paid or accrue on any cash payable pursuant to this Section 2.5(b)(ii)2.08. (ii) Notwithstanding anything to the contrary in this Agreement, each Certificate and each any holder of Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation Shares shall deliver to the Paying AgentAgent the Tax Declaration, together with the Option Surrender Agreement, duly executed, and any other documents reasonably but shall not be required by the Surviving Corporation to deliver a Certificate or the Paying Agent, the holder an executed letter of the Company Stock Option shall be entitled transmittal to receive in exchange therefor the amount of cash which Per Share Merger Consideration that such holder has the right is entitled to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceledthis Article 2. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii)In lieu thereof, each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Option Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as contemplated by this Article IIthe Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such share of Company Stock (less any required Tax withholdings as provided in Section 2.08(h)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. (i) As soon as practicable after Promptly following the Effective Time, LKQ, Parent and the Surviving Corporation shall cause the Paying Payment Agent to deliver: (A) mail to each holder of record holder, (as of immediately prior to the Effective Time, ) of (1i) an outstanding a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of outstanding Company Common Stock Shares or Company Restricted Shares and (ii) uncertificated Company Shares or Company Restricted Shares (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7: (A) a customary letter of transmittal (“Letter of Transmittal”) in customary form agreed to by the parties (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of TransmittalPayment Agent), and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing(B) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option Uncertificated Shares in exchange for the Option Consideration. (ii) Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Paying Agent of a Certificate or Book-Entry SharesPayment Agent, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares and Company Restricted Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less withholding pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other customary documents evidence, if any, of transfer as the Payment Agent may be reasonably required by request) in the Surviving Corporation or the Paying Agentcase of a book-entry transfer of Uncertificated Shares, the holder holders of such Certificate or Book-Entry Uncertificated 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 Company Shares and Company Restricted Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration for each share formerly represented pursuant to Section 3.7, by such Certificate or Book-Entry (y) the Merger Consideration (less withholding pursuant to Section 3.8(e)), and the transferred Uncertificated Shares and such Certificate or book-entry so surrendered shall then 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 effectuate an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable in respect upon the surrender of the such Certificates or Book-Entry Sharesand Uncertificated Shares pursuant to this Section 3.8. If payment of the Merger Consideration is to be made to an individualUntil so surrendered, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it outstanding Certificates and Uncertificated Shares shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer deemed, from and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive the Option Consideration as contemplated by Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime (but in no event later than (x) two Business Days following the Effective Time with respect to Cede & Co. and (y) five Business Days following the Effective Time with respect to all other holders), Parent shall cause will instruct the Paying Agent to deliver: mail to each holder of record whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (A) to each record holder, as a form of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary such form and agreed to by have such other provisions as Parent and may reasonably specify that are consistent with the Company prior to the Closing) and instructions for use in effecting the surrender terms of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(ithis Agreement); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2B) instructions for use in effecting the surrender of such Company Stock Option Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Option Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent of a Certificate or Book-Entry Shares, together with the Letter such letter of Transmittaltransmittal, duly completed and validly executed in accordance with the instructions thereto, or the receipt of an “agent’s message” by the Paying Agent (or such evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares shall be entitled to receive promptly in exchange therefor an amount (subject to any applicable withholding Tax as specified in Section 3.2(b)(iii)) equal to the Merger Consideration for each share formerly product of (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or Book-effective affidavits of loss in lieu thereof) or Book- Entry Shares multiplied by (y) the Merger Consideration, and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares shall be cancelled. No interest will be paid or accrued on any amount payable upon the Merger Consideration payable in respect surrender of the Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Merger Consideration is to be made to an individualCompany, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form amounts payable upon due surrender of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, is properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting is accompanied by all documents required to evidence and effect such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established evidence to the Surviving Corporation’s reasonable satisfaction of the Surviving Corporation that such any applicable Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii)3.2, each Certificate and each or Book-Entry Share shall, subject to Section 2.2, shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender and in accordance with the terms hereof the Merger Consideration as contemplated by this Article IIIII. Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the amount of the aggregate Merger Consideration that such holder is entitled to receive pursuant to this Article III. (iii) Upon surrender of a Company Stock Option for cancellation Notwithstanding anything to the Paying Agent, together with the Option Surrender contrary in this Agreement, duly executedeach of Parent, Merger Sub and any other documents reasonably required by the Surviving Corporation shall be entitled to deduct and withhold, or cause the Paying AgentAgent to deduct or withhold, from the consideration otherwise payable under this Agreement to any holder of Shares, Restricted Stock Units or Company Stock Options such amounts as are required to be withheld or deducted under the Code or any applicable provision of U.S. state, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Restricted Stock Units or Company Stock Option shall be entitled to receive Options in exchange therefor the amount respect of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, deduction and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article IIwithholding were made.

Payment Procedures. (a) Within ten (10) Business Days following receipt of any LO2A Consideration by the Wize Subsidiaries, or to the extent applicable, by Wize, Wize shall deliver to the Rights Agent (x) an Officer’s Certificate certifying the CVR Payment Amount, if any, received by the Wize Subsidiaries, or to the extent applicable, Wize (or its Affiliates), with a copy to the Holders’ Representative (the “CVR Certificate”) and (y) the CVR Payment Amount. If the CVR Payment Amount is to be paid in cash, then such amount will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent, the applicable CVR Payment Amount, if any. To the extent that any CVR Payment Amount is paid to the Rights Agent, such amounts shall be treated for all purposes of this Agreement as having been paid to the Holders and any delay, failure or mistake in payment by Rights Agent shall not be the liability or obligation of Wize or the Wize Subsidiaries, as applicable (it being clarified such delay, failure or mistake in payment by Rights Agent being treated, and subject to the liability limitations, set forth in Article III). If the Wize Subsidiaries, or to the extent applicable, the Company fails to timely deliver the CVR Payment Amount (as may be adjusted upwards following resolution of a disagreement underlying a Notice of Objection) due hereunder to the Rights Agent, other than due to reasons which are a ‘force majeur’ or act of God, then, without derogating from the other rights and remedies available herein, such CVR Payment Amount shall bear a default interest of 6% per annum (from the date it was due until the transfer date) and such default interest shall be added to, and become part of, the CVR Payment Amount. (b) On or prior to the 10th Business Day immediately following delivery of the CVR Certificate and the applicable CVR Payment Amount to the Rights Agent in accordance with Section 2.05, the Rights Agent shall (i) As soon as practicable after send each Holder a copy of such CVR Certificate to such Holder’s registered address and (ii) distribute the Effective TimeCVR Payment Amount, Parent shall cause the Paying Agent to deliver: (A) to each record holderif any, as of immediately prior to the Effective TimeHolders pro rata in accordance with their respective CVRs as reflected on the CVR Register, of by checks (1if such payment is to be made in cash) an outstanding certificate or certificates which immediately prior mailed to the Effective Time represented shares respective addresses of Company Common Stock such Holders as reflected in the CVR Register (the earlier of such 10th Business Day and the date on which the Rights Agent distributes the CVR Payment in accordance with this subsection(b), in each case if a CVR Payment Amount shall have been required to be delivered to the Rights Agent in accordance with Section 2.05, the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry SharesCVR Payment Date”), a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (iic) Upon surrender The Wize Subsidiaries, or to the Paying Agent of a Certificate or Book-Entry Sharesextent applicable, together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificate or Book-Entry Shares Wize shall be entitled to receive in exchange therefor deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Wize or the Merger Consideration for each share formerly represented by applicable subsidiary of Wize is required to deduct and withhold with respect to the making of such Certificate payment under the U.S. Internal Revenue Code of 1986, as amended, or Book-Entry Shares and any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such Certificate or book-entry shall then be canceled. No interest withheld amounts shall be treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable Holders in respect of which such deduction and withholding was made. The Wize Subsidiaries, or to the Certificates or Book-Entry Shares. If extent applicable, the Company and the Holders’ Representative may agree to defer any payment of the Merger Consideration is CVR Payment Amount as needed to secure a tax ruling or other procedure that would allow Wize to refrain from deducting or reduce the amount to be made to an individualdeducted, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than at source from the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IICVR Payment Amount. (iiid) Upon surrender Any portion of a Company Stock Option for cancellation CVR Payment Amount that remains undistributed by the Rights Agent to the Paying Agent, together with Holders (including by means of uncashed checks or invalid addresses on the Option Surrender Agreement, duly executedCVR Register) twelve (12) months after the relevant CVR Payment Date shall be delivered by the Rights Agent to Wize, and any other documents reasonably required by Holder shall thereafter look only to Wize for payments of such CVR Payment Amount, without interest, but such Holder shall have no greater rights against Wize than those accorded to general unsecured creditors of Wize under applicable law. Neither Wize nor the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option Rights Agent shall be entitled liable to receive any Holder in exchange therefor the amount respect of any cash which such holder has the right delivered to receive a public official in compliance with any applicable state, federal or other abandoned property, escheat or similar law. If any checks delivered pursuant to the provisions hereof shall not have been cashed prior to the date on which the cash in respect of Section 2.3such checks would otherwise escheat to or become the property of any governmental authority, and any cash in respect of such checks shall, to the Company Stock Option so surrendered shall then be canceledextent permitted by law, immediately prior to such time become the property of Wize. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii)Thereafter, each Company Stock Option Wize shall be deemed at any time after the Effective Time to represent responsible for all purposes only the right to receive the Option Consideration as contemplated by this Article IIcompliance with unclaimed property obligations.

Payment Procedures. (a) If a Payment Triggering Event occurs at any time prior to the termination of this Agreement, then, within thirty (30) Business Days after the occurrence of such Payment Triggering Event, the Company, or a Person nominated by the Company (with written notice thereof from the Company to the Rights Agent), as the case may be, will deliver to the Rights Agent (i) As soon as practicable after an Officer’s Certificate certifying the Effective Timedate of the Payment Triggering Event, Parent shall cause the Paying Agent amount of the payment and that the Holders are entitled to deliver: (A) to each record holder, as of immediately prior to receive the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock applicable TIGIT Payment Amount in respect thereof (the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry SharesPayment Triggering Event Notice”), a customary letter of transmittal and (“Letter of Transmittal”ii) (which shall specify that delivery shall be effected, and risk of loss and title an amount in cash equal to the Certificates shall pass, only upon proper delivery applicable TIGIT Payment Amount (for further distribution to the Holders in accordance with the terms hereof) by wire transfer of immediately available funds to an account designated by the Rights Agent. (b) Upon receipt of the Certificates wire transfer referred to in Section 2.4(a), the Rights Agent will promptly (and in any event within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the Paying Agent or, in the case address of Book-Entry Shares, upon adherence to the procedures each Holder set forth in the Letter CVR Register at such time or by other method of Transmittaldelivery as specified by the applicable Holder in writing to the Rights Agent, an amount in cash equal to such Holder’s Pro Rata Share of the applicable TIGIT Payment Amount. (c) With respect to any TIGIT Payment Amount, the Company shall have no further liability in respect of such TIGIT Payment Amount upon delivery of the relevant funds to the Rights Agent in accordance with Section 2.4(a). (d) The Company and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any TIGIT Payment Amount otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under any provision of applicable Law relating to Taxes. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder, the Rights Agent will, to the extent reasonably practicable, provide notice to the Holder of such potential Tax deduction or withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts; provided that the time period for payment of a TIGIT Payment Amount by the Rights Agent set forth in Section 2.4(b) will be extended by a period equal to any delay caused by the Holder providing such forms, provided, further, that in no event shall such period be in a customary form extended for more than ten (10) Business Days, unless otherwise requested by the Holder for the purpose of delivering such forms and agreed to by Parent and the Rights Agent. (e) Any portion of a TIGIT Payment Amount that remains undistributed to the Holders on the date that is six (6) months after the Rights Agent’s receipt of the applicable Payment Triggering Event Notice (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to the Company prior or a Person nominated in writing by the Company (with written notice thereof from the Company to the Closing) Rights Agent), and instructions for use in effecting any Holder will thereafter look only to the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, Company for payment of the Merger Consideration set forth in Section 2.1(b)(isuch TIGIT Payment Amount (which shall be without interest); and. (Bf) to each holder of If any TIGIT Payment Amount (or portion thereof) remains unclaimed by a Company Stock Option as Holder on the date that is four (4) years after the Rights Agent’s receipt of the Effective Time applicable Payment Triggering Event Notice (1or immediately prior to such earlier date on which such TIGIT Payment Amount would otherwise escheat to or become the property of any governmental authority), then: (i) an Option Surrender Agreementsuch TIGIT Payment Amount (or portion thereof) will, to the extent permitted by applicable Law, become the property of the Company and will be transferred to the Company or a Person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender the CVRs to which such payment relate shall, to the Paying Agent of a Certificate or Book-Entry Sharesextent permitted by applicable Law, together with the Letter of Transmittal, duly completed and validly executed be deemed abandoned in accordance with Section 2.6 and, from and after the instructions thereto, and such other customary documents as may be reasonably required by the Surviving Corporation or the Paying Agent, the holder date of such Certificate or Book-Entry Shares abandonment, shall no longer be entitled deemed outstanding for any purpose (including for purposes of calculating a Holder’s Pro Rata Share from and after the date of such abandonment). Neither the Company nor the Rights Agent will be liable to receive in exchange therefor the Merger Consideration for each share formerly represented by such Certificate or Book-Entry Shares and such Certificate or book-entry shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable any Person in respect of the Certificates a TIGIT Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or Book-Entry Sharessimilar legal requirement under applicable Law. If payment In addition to and not in limitation of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business indemnity obligation herein, the Company agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or professional entity (“Person”), other than expense the Person Rights Agent may incur or be subject to in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting connection with transferring such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established property to the satisfaction of the Surviving Corporation that such Taxes either have been paid Company or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIa public official. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration as contemplated by this Article II.