Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly following the Pre-Closing Dividend Date, and no later than the third (3rd) Business Day following the Pre-Closing Dividend Date, the Company or the Surviving Corporation, as the case may be, shall cause the Payment Agent to make payment to each holder of Company Shares that is entitled to receive the Pre-Closing Dividend: (A) for each Cash Electing Share, an amount of cash and a number of shares of Class A Stock, if any, in each case as set forth in Section 2.03(d)(1) (less any applicable withholding Taxes payable in respect thereof) and (B) for each Stock Electing Share, an amount of cash, if any, and a number of shares of Class A Stock, in each case as set forth in Section 2.03(d)(2) (less any applicable withholding Taxes payable in respect thereof); provided, in each case, that with respect to any 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 any event, within 10 Business Daysthe 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 Merger Sub the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Merger Effective Time) of (i) a certificate or certificates (the “Certificates”), ) which immediately prior to the Merger Effective Time represented outstanding Company Shares and (other than Dissenting ii) uncertificated Company Shares (the “Uncertificated Shares) ”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.07, (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment AgentAgent and shall be in such form and have such other provisions as the Company may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, 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 thereof), and such Certificates so surrendered shall forthwith be canceled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor the Per Share Merger Consideration for each Company Share represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to the provisions of this Article IIISection 2.07 (less any applicable withholding Taxes payable in respect thereof), and the Certificates 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. Promptly following For the Effective Timeavoidance of doubt, to the extent consistent with the Paying Agent’s standard procedures, Parent in no event shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each any holder of Book-Entry Uncertificated Shares being be required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledPayment 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.09. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Merger Effective Time, to evidence only the right to receive the Merger Consideration (less any applicable withholding Taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly (and in any event, within 10 Business Daysi) following As soon as practicable after the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail deliver: (A) to each holder of record (holder, as of immediately prior to the Effective Time, of (1) of a an outstanding certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting the “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares) (i) ”), a customary letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Payment AgentPaying 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 (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 Merger Consideration payable in respect thereof pursuant Option Consideration. (ii) Upon surrender to the provisions Paying Agent of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by the holders Surviving Corporation or the Paying Agent, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article 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 for each share formerly represented by book-entry (the “Book-Entry Shares”) (either directly such Certificate or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a and such Certificate or any executed letter of transmittal to the Paying Agent, and such Bookbook-Entry Shares entry shall forthwith then be cancelledcanceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to in respect of the holders of Certificates or Book-Entry Shares. In the event If payment of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may is to be issued 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 transferee if Person other than the registered holder of the Certificate representing 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 Shares is presented Stock Option for cancellation to the Paying Agent, accompanied together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by all documents required the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to evidence 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 effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthe Company Stock Option so surrendered shall then be canceled. Until so surrenderedsurrendered in accordance with the provisions of this Section 2.5(b)(iii), outstanding Certificates each Company Stock Option shall be deemed from and at any time after the Effective Time, Time to evidence represent for all purposes only the right to receive the Merger Option Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article IIIII.

Payment Procedures. Promptly (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 in any eventthe computation of the amount so payable, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately provided that such amount need not be paid prior to the Effective Timelater of (i) of a certificate or certificates (the “Certificates”), which immediately 1 business day prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify date that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and indemnifiable Taxes are due or (ii) instructions for use in effecting the surrender case of amounts which are being contested by the Lessee in good faith or by the Tax Indemnitee pursuant to Section 1.03, the time such contest is finally resolved. Within 15 days following the Lessee's receipt of the Certificates 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 exchange for which case such firm shall be deemed acceptable to the Merger Consideration parties) determine whether such computations of the Tax Indemnitee are correct. The computations of such accounting firm shall be final, binding and conclusive upon the parties and the 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 respect thereof pursuant connection with such verification shall be borne by the Lessee unless such verification discloses an error adverse to the provisions Lessee of this Article III. Upon surrender more than 5% of Certificates for cancellation to the Payment Agent or to amount computed by the Tax Indemnitee, in which case such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed fees and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest expenses shall be paid or accrued for by the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIITax Indemnitee.

Payment Procedures. Promptly (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and in any eventthe Surviving Corporation shall cause the Paying Agent to mail, within 10 Business Days) promptly following the Effective TimeTime (but in no event later than the fifth (5th) Business Day thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates such Certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effectedreasonably satisfactory to the Company and Parent, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of and such Certificates shall other documents as may be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof required pursuant to such instructions, Parent shall cause the provisions of this Article IIIPaying Agent to pay and deliver as promptly as practicable after the Effective Time the Cash Amount payable for each Company Share represented by such Certificate pursuant to Section 3.7 (less any applicable withholding Tax pursuant to Section 3.8(e)), and the Certificates so surrendered shall forthwith be canceled. (ii) With respect to non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Cash Amount payable therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) (but in no event later than the fifth (5th) Business Day thereafter). The Payment 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 Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), ) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (other than Dissenting Company the “Uncertificated Shares) ”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title reasonably satisfactory to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) Company and Parent and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents Agent, as may be appointed by Parentapplicable, together with such letter of transmittal, 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 IIIII. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such 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 pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates 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. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable to upon the holders surrender of such Certificates or Book-Entry and Uncertificated Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, to evidence only the right to receive the Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 three Business Days) following the Effective Time), Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares and Owned Company Shares) (ithe “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (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 shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.9(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis 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 thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following the Closing (and in any event, event within 10 three (3) Business Days) Days following the Effective TimeClosing), Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (ithe “Certificates”) or (ii) uncertificated shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor the Merger Consideration payable an amount in respect thereof pursuant cash equal to the provisions product obtained by multiplying (x) the aggregate number of this Article IIIshares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (subject to Section 2.13), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (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 shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.10(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the fifth Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of a certificate or certificates (the “Certificates”Merger Consideration pursuant to Section 1.4(b), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent) Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the Merger Consideration payable in respect thereof pursuant to into which the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept shares represented by such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required have been converted pursuant to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledthis Section 2.3. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event If payment of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may is to be issued made to a transferee if 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 representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and by evidence that (B) the Person requesting such payment shall have paid any applicable stock transfer or and other similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and after required by reason of the Effective Time, to evidence only the right to receive payment of the Merger Consideration payable in respect thereof pursuant to a Person other than the provisions registered holder of this Article IIIthe Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid.

Payment Procedures. Promptly (and i) As promptly as practicable after the Effective Time, but in any event, within 10 event no later than three (3) Business Days) Days following the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to Person who was, at the Effective Time) , a registered holder of a certificate or certificates Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal (which shall be in customary form (which for a company incorporated in the Cayman Islands reasonably acceptable to Parent and the Company, and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon manner in which the delivery of the Certificates Exchange Fund to registered holders of Shares (other than the Payment AgentExcluded Shares and the Dissenting Shares) shall be effected and contain such other provisions as Parent and the Company may mutually agree) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof Shares pursuant to such letter of transmittal. At the provisions Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Company a cash amount in immediately available funds sufficient to make the payments described under Section 3.04(b) and Section 3.04(c) and the Surviving Company shall make such payments to the Persons entitled to receive such amounts through its payroll or the designated agent of this Article III. such Persons, subject to all applicable income and employment Taxes and other authorized deductions (including pursuant to Section 3.06) as well as completeness of registrations under SAFE Share Incentive Rules and Regulations. (ii) Upon surrender of Certificates for cancellation to the Payment Paying Agent of a Share Certificate (or to affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) and/or such other agent or agents documents as may be appointed by Parent, together required pursuant to such instructions to the Paying Agent in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders each registered holder of Shares represented by such Certificates Share Certificate and each registered holder of Uncertificated Shares shall be entitled to receive in exchange therefor an amount equal to (x) the number of Shares represented by such Share Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) or the number of Uncertificated Shares multiplied by (y) the Merger Consideration, and the Share Certificate so surrendered shall forthwith be marked as cancelled. (iii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (A) the Paying Agent will transmit to the Depositary as promptly as reasonably practicable following the Effective Time (but in any event no later than three (3) Business Days) an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares and Dissenting Shares) and (y) the Merger Consideration, and (B) the Depositary will distribute the Merger Consideration to holders of ADSs pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares and Dissenting Shares) upon surrender by them of the ADSs. The holders of ADSs shall bear any applicable fees, charges and expenses of the Depositary and government charges due to or incurred by the Depositary in connection with distribution of the Merger Consideration to holders of ADSs, including applicable ADS cancellation fees, and any such fees, charges and expenses incurred by the Depositary shall be treated for all purposes of this Agreement as having been paid to the holders of ADSs. (iv) No interest shall be paid or will accrue on any amount payable in respect thereof of the Shares (including Shares represented by ADSs) pursuant to the provisions of this Article ARTICLE III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records register of members of the Company, the Merger Consideration in respect of such Shares may be issued paid to a such transferee if the Certificate representing such Company Shares is presented upon delivery of evidence to the Paying Agent, accompanied satisfaction of Parent (or any agent designated by all documents required Parent) of such transferee’s entitlement to evidence the relevant Shares and effect such transfer and by evidence that any applicable stock share transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIpaid or are not applicable.

Payment Procedures. Promptly (and in any event, within 10 Business Daysi) following As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent and Merger Sub shall cause the Payment Exchange Agent to mail deliver to each record holder (other than record holders of record (Cancelled Shares or Appraisal Shares), as of immediately prior to the Effective Time, of (A) of a an outstanding certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting the “Certificates”) or (B) shares of Company Common Stock that were represented by book-entry (“Book-Entry Shares) (i”) a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Payment AgentExchange 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 (ii) instructions for use in effecting the surrender of the Certificates or, in exchange the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentConsideration, together with such letter any amounts payable pursuant to Section 3.3(g), if applicable. (ii) Upon surrender to the Exchange Agent of transmittala Certificate or Book-Entry Shares, delivery of a duly completed and validly executed in accordance with Letter of Transmittal, and such other customary documents as may be reasonably required by the instructions theretoExchange Agent, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration payable in respect thereof that such holder has the right to receive pursuant to the provisions of 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 Share, and the all Certificates so surrendered shall be forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to in respect of the holders of Certificates or Book-Entry Shares. In the event If payment of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may is to be issued made to a transferee if Person other than the Certificate representing record holder of such shares of Company Shares is presented Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Entity that such transfer and by evidence that any applicable stock transfer or similar Taxes either have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.3(b)(ii), outstanding Certificates each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof of such shares of Company Common Stock, together with any amounts payable to such holder pursuant to the provisions of this Article IIISection 3.3(g), if applicable.

Payment Procedures. Promptly (i) As promptly as reasonably practicable after the Effective Time (and in any eventevent within two Business Days thereafter), within 10 Business Days) following the Effective Time, Parent and Merger Sub Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) deliver a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery) (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the shares of Company Class A Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Payment Agent) Paying Agent or, in the case of Company Class A Common Stock in book-entry (the “Book-Entry Shares”), upon adherence to the procedures set forth in the Letter of Transmittal), which shall be in a customary form and (ii) agreed to by the parties prior to the Closing and instructions for use in effecting the surrender of the Certificates or, in exchange the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant Consideration, to each holder of record, as of immediately prior to the provisions Effective Time, of this Article III(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 surrender such Certificates or Book-Entry Shares to the Paying Agent, as agent for such holder, under cover of the Letter of Transmittal, if applicable. (ii) Upon surrender of Certificates for cancellation to the Payment Paying Agent of a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, 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 holders Paying Agent, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article 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 for each share formerly represented by book-entry (the “such Certificate or Book-Entry Shares”) (either directly Share and such Certificate or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares Share shall forthwith then be cancelledcanceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to in respect of the holders of Certificates or Book-Entry Shares. In the event If payment of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may is to be issued made to a transferee if Person other than the Certificate representing holder of record of such shares of Company Shares is presented Class A Common Stock, it shall be a condition of payment that such shares of Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and by evidence that any applicable stock transfer or similar Taxes either have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.3(b)(ii), outstanding Certificates each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article III.

Payment Procedures. Promptly (a) On or prior to the Closing Date, Parent shall select a reputable bank or trust company to act as paying agent in the Merger (the “Paying Agent”). Promptly, and in any event, event within 10 three (3) Business Days) following , after the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount equal to the total amount required for the payments in Section 2.4(a)(iii) and Merger Sub shall cause 2.4(a)(iv). The cash amount so deposited with the Payment Paying Agent is referred to as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Paying Agent will mail to each holder the record holders of record (Company Shares as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding whether such Company Shares (other than Dissenting Company are represented by Certificates or Book-Entry Shares) , (i) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (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 delivery of the such Company Share Certificates or Book-Entry Shares to the Payment Paying Agent) ), and (ii) instructions for use in effecting the surrender of the Company Share Certificates or Book-Entry Shares in exchange for the Merger Consideration consideration payable in respect thereof pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) for the provisions number of Company Shares previously represented by such Company Share Certificates or Book-Entry Shares, together with a duly executed letter of transmittal and such other documents as may be reasonably required pursuant to such instructions by the Paying Agent or Parent. Until surrendered as contemplated by this Article IIISection 2.6, all Company Share Certificates or Book-Entry Shares shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration payable pursuant to Section 2.4(a)(iii) and 2.4(a)(iv) as contemplated by Section 2. If any Company Share Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of the consideration payable pursuant to Section 2.4(a)(iii), require the owner of such lost, stolen or destroyed Company Share Certificate to provide an appropriate affidavit of loss and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Corporation with respect to such Company Share Certificate. (c) Upon surrender of Certificates 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 Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, the holders holder of such Certificates Company Share Certificate or Book-Entry Share shall be entitled to receive the Per Share Merger Consideration in exchange therefor the Merger Consideration payable in respect thereof pursuant to Section 2.4(a)(iii), to be mailed (or made available for collection by hand if so elected by the provisions surrendering holder) within five (5) Business Days following the later to occur of this Article III(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 Certificates Company Share Certificate or Book-Entry Share so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry cancelled within five (the “Book-Entry Shares”5) Business Days. (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. 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 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 SharesShares 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 pursuant to Section 2.4(a)(iii). Parent or as otherwise instructed by Parent shall be the owner of any interest or other amounts earned on the Exchange Fund and Per Share Merger Consideration. (f) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Shares or to any other Person with respect to any Per Share Merger Consideration delivered to any public official pursuant to any applicable abandoned property law, escheat law or similar Legal Requirement. In the event of a transfer of ownership of Company Shares that this Agreement is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented terminated for any reason and any cash has been transmitted to the Paying Agent, accompanied such cash shall promptly be returned to Parent or as otherwise instructed by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIParent.

Payment Procedures. Promptly following the Closing (and in any event, event within 10 three Business Days) Days following the Effective TimeClosing), Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (ithe “Certificates”); (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor the Merger Consideration payable an amount in respect thereof pursuant cash equal to the provisions product obtained by multiplying (x) the aggregate number of this Article IIIshares of Company Capital Stock represented by such Certificate; by (y) the Per Share Price (subject to Section 2.12), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (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 shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.9(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (and in any event, within 10 Business Days) As promptly as practicable following the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares shares of Common Stock (other than shares cancelled pursuant to Section 2.7(a)(ii) hereof and Dissenting Company Shares) (i) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Paying Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII, and the Certificates so surrendered shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following As soon as possible after the Effective TimeTime (but in no event later than three (3) Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate Certificate or certificates (the “Certificates”), which Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding Company Shares (other than Excluded Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (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 delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for or Book-Entry Shares to which the Merger Consideration payable in respect holder thereof pursuant to the provisions of this Article IIIis entitled. Upon surrender of Certificates any Certificate (or affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Paying Agent, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor the amount of Merger Consideration payable in cash in respect thereof of the Shares previously represented by such Certificate or Book-Entry Shares pursuant to the provisions of this Article IIIII, 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 affidavits of loss in lieu thereof) or Book-Entry Shares, the duly executed and completed letter of transmittal and any other documents as reasonably required by the Paying Agent, and the Certificates Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration payment may be issued made to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Shares is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer Tax has been paid or similar Taxes have been paidis not applicable. Until so surrendered, outstanding Certificates No interest shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration paid or accrue on any cash payable in respect thereof pursuant to the provisions of this Article IIISection 2.2.

Payment Procedures. (i) Promptly after the Effective Time (and in any event, within 10 but no later than three (3) Business Days) following Days after the Effective Time), Parent and Merger Sub shall cause the Payment Exchange Agent to will mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which representing outstanding shares of Company Common Stock immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Sharesa “Certificate”) whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a): (i1) a letter of transmittal in customary form (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 Payment Agent) Exchange Agent in accordance with the procedures set forth in the letter of transmittal and which shall be in form and substance reasonably satisfactory to Parent and the Company; and (ii2) instructions for use in effecting the surrender of the such Certificates in exchange for the Merger Consideration payable in with respect thereof 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 provisions 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 this Article IIItransmittal and instructions referred to above with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.03(b)(iii) by, the Exchange Agent of Certificates for cancellation to the Payment Agent a Certificate (or to such other agent or agents as may be appointed by Parent, affidavits of loss in lieu thereof under Section 2.03(g)) together with such the letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall holder thereof will be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to of the provisions number of shares of Company Common Stock formerly represented by such Certificate surrendered under this Article III, and the Certificates so surrendered shall forthwith be canceled. Agreement. (iii) The Payment Exchange Agent shall will accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Exchange Agent may impose to effect an orderly exchange thereof of the Certificates in accordance with normal customary exchange practices. Promptly following . (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, Time and whose shares were converted into the right to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver receive the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being shall not be required to deliver a Certificate or any an executed letter of transmittal to the Paying Exchange Agent. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares that are converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Exchange Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, cash in an amount equal to the Merger Consideration multiplied by the number of uncertificated shares of Company Common Stock previously represented by such Book-Entry Shares shall forthwith be cancelledShares. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares. (v) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (vi) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (vii) At any time after the Effective Time until surrendered as contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a). No interest will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to in respect of the holders shares of Company Common Stock represented by Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly (and i) As soon as reasonably practicable after the Effective Time (but in any event, within 10 no event later than (x) two Business Days) Days following the Effective TimeTime with respect to Cede & Co. and (y) five Business Days following the Effective Time with respect to all other holders), Parent and Merger Sub shall cause will instruct the Payment Paying Agent to mail to each holder of record whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon 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 Payment Agent) Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are consistent with the terms of this Agreement), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders receipt of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration 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“agent’s standard procedures, Parent shall cause message” by the Paying Agent to issue and deliver (or such evidence, if any, of transfer as the Merger Consideration to holders Paying Agent may reasonably request) in the case of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being and such other documents as may customarily be required to deliver a Certificate or any executed letter of transmittal to by the Paying Agent, and the holder of such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on 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 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 Consideration, and such Certificates or Book-Entry Shares shall be cancelled. No interest will be paid or accrued on any amount payable to upon the holders surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, any amounts payable upon due surrender of the Merger Consideration Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying Agent, is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to evidence and effect such transfer and by to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable stock transfer or similar Taxes have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.2, outstanding Certificates each Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender and in accordance with the terms hereof the Merger Consideration payable as contemplated by this Article III. Notwithstanding anything to the contrary contained in respect thereof 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 the provisions of this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, each of Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold, or cause the Paying Agent to deduct or withhold, from the consideration otherwise payable under this Agreement to any holder of Shares, Restricted Stock Units or Company Stock Options such amounts as are required to be withheld or deducted under the Code or any applicable provision of U.S. state, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Restricted Stock Units or Company Stock Options in respect of which such deduction and withholding were made.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 three Business Days) following the Effective Time), Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Owned Company Shares) of a certificate one or more certificates (the “Certificates”), which that immediately prior to the Effective Time represented issued and outstanding shares of Company Shares Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration Per Share Price payable in with respect thereof to the shares of Company Common Stock formerly represented thereby pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration 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 pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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, Notwithstanding anything to the extent consistent with the Paying Agent’s standard procedurescontrary in this Agreement, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares represented by book-entry and Dissenting Company Shares, as applicable) (the “Book-Entry Uncertificated Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being will be required to deliver a Certificate or any an executed letter of transmittal to the Paying AgentPayment 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 Book-Entry the transferred Uncertificated Shares shall forthwith will be cancelled. 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 to upon the holders surrender of such Certificates or Book-Entry Shares. In the event of a and transfer of ownership of Company Uncertificated Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued pursuant to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.9(c). Until so surrenderedsurrendered or transferred, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event, event within 10 five Business Days) following the Effective Time), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record of Shares (as of immediately prior other than Shares to the Effective Timebe cancelled in accordance with Section 2.4(b) of a certificate or certificates (the “Certificates”), which and Dissenting Shares) immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting The Depository Trust Company Shares(“DTC”)) (ia) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent) Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (iib) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the applicable Merger Consideration payable in respect thereof pursuant to such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the provisions of this Article IIIPaying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of Certificates for cancellation a Certificate or Uncertificated Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions theretothereto and such other documents as may reasonably be requested by the Paying Agent, or, in the case of DTC, the holders customary surrender procedures of DTC and the Paying Agent, the holder of such Certificates Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIfor such properly surrendered Shares, and Parent 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 Surviving Corporation shall cause the Paying Agent to issue pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount equal to the Merger Consideration to holders product of uncertificated Company (x) the number of Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a such Certificate or any executed letter of transmittal to Uncertificated Shares, as the Paying Agentcase may be, multiplied by (y) the Merger Consideration, and such Book-Entry the Certificate or Uncertificated Shares so surrendered shall forthwith be cancelled. 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 to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIpayable.

Payment Procedures. Promptly (and i) As soon as reasonably practicable after the Effective Time (but in any event, within 10 no event later than five Business Days) Days following the Effective Time), the Parent and Merger Sub shall will cause the Payment Paying Agent to mail to each holder of record whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall pass, only upon 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 Payment Agent) Paying Agent and shall be in such form and have such other provisions as agreed between the Parent and the Company), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable Consideration. The Exchange Fund shall not be used for any purpose other than to fund payments in respect thereof pursuant to the provisions of accordance with this Article III. Agreement. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders receipt of an “agent’ s message” by the Paying Agent (or such evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of Book-Entry Shares, and such other documents as may customarily be required by the Paying Agent, including a declaration form in which the holder of record of Certificate Shares states whether the holder is a resident of Israel as defined in the Israeli Tax Code and provides such other information as is required pursuant to the Israeli Tax Code and the Israeli Withholding Tax Ruling, if obtained, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable an amount (subject to any applicable withholding Tax as specified in respect thereof pursuant Section 3.2(b)(iii)) equal to the provisions product of this Article III, and (x) 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 number of uncertificated Company Shares represented by booksuch holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-entry 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”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares shall be cancelled. No interest will be paid or accrued on any amount payable upon the Merger Consideration payable to the holders surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, any amounts payable upon due surrender of the Merger Consideration Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying Agent, is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to evidence and effect such transfer and by to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable stock transfer or similar Taxes have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.2, outstanding Certificates each Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender and in accordance with the terms hereof the Merger Consideration as contemplated by this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, each of the Paying Agent, Merger Sub, the Parent and the Surviving Corporation shall be entitled to 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 respect thereof pursuant the case of Company Share Options subject to the provisions of Section 3.3 hereunder), such amounts as may be required to be deducted or withheld therefrom under the Code, the Israeli Tax Code, or under any provision of state, local, Israeli or other applicable Law or any other applicable legal requirement; provided that (i) if the Israeli Withholding Tax Ruling is obtained, deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, shall be made only in accordance with the provisions of the Israeli Withholding Tax Ruling, and (ii) if any holder of Company Shares provides the Paying Agent, the Parent or the Surviving Corporation with a valid approval or ruling issued by the applicable Governmental Authority regarding the withholding (or reduction or exemption from withholding) of Israeli Tax from the consideration payable or otherwise deliverable pursuant to this Article IIIAgreement, which in the reasonable discretion of Israeli counsel to the Parent is sufficient to enable the Parent to conclude that no withholding or a reduced rate of withholding, as applicable, of Israeli Tax is required, then the deduction and withholding of any amounts under the Israeli Tax Code or any other provision of Israeli law, if any, from the consideration payable to such holder shall be made only in accordance with the provisions of such approval or ruling. To the extent such amounts are so deducted or withheld, (i) the Paying Agent, the Parent and/or the Surviving Corporation, as applicable, shall provide the holder of Company Shares from whom an amount was deducted or withheld with a written notice, as may be required by any applicable Law, stating the amount so deducted or withheld, (ii) such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid, and (iii) the Paying Agent and/or the Parent shall cause such amounts to be paid to the proper taxing authorities in accordance with applicable Laws not earlier than three (3) Business Days prior to the last day on which such payment is required, provided, however, that any such withheld or deducted amounts (or such applicable portion thereof) shall be released to any holder of Company Shares when and to the extent that the Paying Agent or the Parent has received, at least four (4) Business Days prior to the last day on which the amounts so withheld or deducted must be paid to the applicable authority (and before such amounts are paid), certificates or forms issued by the applicable tax authority as are sufficient, under applicable Law, to establish that withholding is not required, in whole or in part, with respect to Merger Consideration payable to such holder of Company Shares.

Payment Procedures. Promptly following the Closing (and in any event, event within 10 three Business Days) Days following the Effective TimeClosing), Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (ithe “Certificates”); or (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) in the case of holders of Certificates, a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor the Merger Consideration an amount in cash (less any applicable withholding Taxes payable in respect thereof pursuant thereof) equal to the provisions product obtained by multiplying (1) the aggregate number of this Article IIIshares of Company Capital Stock represented by such Certificate; by (2) the Per Share Price, and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (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 shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.9(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. (i) Promptly after the Effective Time (and in any eventevent within three Business Days thereafter), within 10 Business Days) following the Effective Time, Parent and Merger Sub Purchaser shall cause the Payment Paying Agent to mail to each record holder of record (as of immediately prior to the Effective Time, of (x) of a an outstanding certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (a Certificate) or (y) Shares represented by book-entry (Book Entry Shares), other than Dissenting Company in respect of Excluded Shares) : (i1) a letter of transmittal in customary form (which shall specify as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to will pass, in the Certificates shall passcase of Certificates, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof as provided in Section 3.4(e)) to the Payment Paying Agent) and , or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal; and (ii2) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof as provided in Section 3.4(e)) or, in the case of Book-Entry Shares, the surrender of such Shares, in exchange for payment of the Merger Consideration payable Consideration. (ii) Upon the proper surrender of a Certificate (or effective affidavit of loss in respect thereof pursuant lieu thereof) or of a Book-Entry Share to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such a properly completed letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be requested by the instructions theretoPaying Agent, the holders holder of such Certificates Certificate or Book-Entry Share shall be entitled to receive in exchange therefor cash in the amount (after giving effect to any required tax withholdings as provided in Section 3.5) equal to (x) the number of Shares represented by such Certificate or Book-Entry Share multiplied by (y) the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIConsideration, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Certificate or Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall Share so surrendered will forthwith be cancelled. . (iii) No interest shall will be paid to, or accrued for the benefit of of, holders of the Certificates or Book-Entry Shares on any amount payable upon due surrender of the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. . (iv) In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, cash to be paid upon due surrender of the Merger Consideration Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive paid or are not applicable. (v) If payment of the Merger Consideration payable is to be made to any person other than the person in respect thereof pursuant whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that: (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed, with signature guaranteed, or shall be otherwise in proper form for transfer; and (2) the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the provisions satisfaction of this Article IIIthe Paying Agent or Purchaser that such tax either has been paid or is not applicable. (vi) The Paying Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange of the Certificates in accordance with normal exchange practices.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective TimeTime (but in no event more than ten (10) business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) , and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis 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 thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and in any eventthe Surviving Corporation shall cause the Paying Agent to mail, within 10 Business Days) promptly following the Effective TimeTime (but in no event later than the fifth (5th) Business Day thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates such Certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title reasonably satisfactory to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) Company and Parent and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the holders of such Certificates shall be entitled Paying Agent to receive in exchange therefor pay and deliver as promptly as practicable after the Effective Time the Merger Consideration payable in respect thereof for each Company Share represented by such Certificate pursuant to the provisions of this Article IIISection 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-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 2.8(e)), in each 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 Payment 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 Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration 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 IIIII.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the second (2nd) Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub shall cause direct the Payment Paying Agent to 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, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment AgentPaying Agent or, with respect to Book-Entry Shares, only upon delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the book-entry transfer of Book-Entry Shares as the Paying Agent may reasonably request) and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable Consideration. (ii) Parent shall cause the Paying Agent to deliver, upon (A) in respect thereof pursuant the case of a Certificate, surrender of such Certificate (or effective affidavits of loss in lieu thereof) to the provisions of this Article III. Upon surrender of Certificates Paying Agent for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parentcancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of and such Certificates shall other documents as may customarily be entitled to receive in exchange therefor the Merger Consideration 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 required by the Paying Agent to issue and deliver or (B) in the Merger Consideration to holders case of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”, the later of (i) the Effective Time and (either directly or through ii) to the Depository Trust Company), without each holder of Book-Entry Shares being extent required to deliver a Certificate or any executed letter of transmittal to by the Paying Agent, and 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 Share, the Merger Consideration for each share of Common Stock theretofore represented by such Certificate or Book-Entry Share, as applicable, pursuant to Section 3.01(a), and the Certificate or Book-Entry Share, as applicable, so surrendered shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or cancellation of Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration upon due surrender of a Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying AgentAgent in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stamp, stock transfer or similar Taxes have been paid. Until so surrenderedpaid or are not applicable. (iii) Notwithstanding anything herein to the contrary, outstanding Certificates the Paying Agent, the Company, the Surviving Corporation, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent shall be deemed entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”) or the Treasury Regulations, or under any provision of applicable U.S. federal, state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and after paid over to the Effective Timerelevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to evidence only the right to receive the Merger Consideration payable Person in respect thereof of which such deduction or withholding was made. Notwithstanding anything herein to the contrary, any compensatory amounts payable to any current or former employee or service provider of the Company pursuant to or as contemplated by this Agreement shall be remitted to the provisions applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, or, at the election of this Article IIIthe Company and Parent, through a payroll agent, in either case subject to any required deductions or withholdings.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the fifth Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior shares of Company Common Stock whose shares were converted into the right to receive the Effective Time) of a certificate or certificates (the “Certificates”Merger Consideration pursuant to Section 1.4(b), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent) Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the Merger Consideration payable in respect thereof pursuant to into which the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept shares represented by such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required have been converted pursuant to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledthis Section 2.3. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event If payment of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may is to be issued made to a transferee if 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 representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and by evidence that (B) the Person requesting such payment shall have paid any applicable stock transfer or and other similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and after required by reason of the Effective Time, to evidence only the right to receive payment of the Merger Consideration payable in respect thereof pursuant to a Person other than the provisions registered holder of this Article IIIthe Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the third Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub shall cause the Payment Exchange Agent to mail to each holder of record of shares of Company Common Stock or Company Preferred Stock whose shares were converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent) Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to or the provisions of this Article III. Upon Preferred Merger Consideration, as applicable. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or 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 payable in respect thereof pursuant to or the provisions of this Article IIIPreferred Merger Consideration, and as applicable, into which the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept shares represented by such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required have been converted pursuant to deliver a Certificate this Article 2 (together with any Fractional Share Cash Amount and any dividends or any executed letter of transmittal other distributions payable pursuant to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledSection 2.2(c)). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In If payment of the event Merger Consideration or Preferred Merger Consideration, as applicable, is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration, as applicable, to a transfer Person other than the registered holder of ownership of Company Shares the Certificate surrendered or shall have established that such Tax either has been paid or is not registered in the transfer records of required to be paid. (iii) The Exchange Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable to holders of Company Common Stock or Company Preferred Stock pursuant to this Article 2 such amounts as are required to be withheld or deducted under the Merger Consideration may be issued to a transferee if Internal Revenue Code of 1986, as amended (the Certificate representing such Company Shares is presented “Code”), or under any provision of state, local or foreign Tax Law with respect to the Paying Agentmaking of such payment; it being understood that, accompanied by all documents required to evidence provided that the representation and effect such transfer warranty of the Company in Section 3.15(c) is true and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and after 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 evidence only in Section 2.3 that are attributable to personal services performed by the right 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 receive the Merger Consideration payable extent that any such deduction or withholding shall be required by a change in Law after the date of this Agreement. To the extent that amounts are so deducted or withheld and timely paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), ) which immediately prior to the Effective Time represented outstanding Company Shares and (other than Dissenting ii) non-certificated Company Shares represented in book-entry form (the “Uncertificated Shares) ”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effectedreasonably satisfactory to the Company and Parent, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, 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 payable in respect thereof pursuant to Section 2.7, by (y) the provisions of this Article IIIMerger 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 Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange 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 pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding Tax deductible in respect thereof pursuant to Section 2.8(e)), and the Uncertificated Shares so transferred shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shall be deemed deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration 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 IIIII.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 five (5) Business Days) following the Effective Time), Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares and Owned Company Shares) (ithe “Certificates”); and (ii) subject to the last sentence of this Section 2.9(c), uncertificated Shares that represented outstanding Shares (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration product obtained by multiplying (x) the aggregate number of Shares represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (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 shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.9(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (i) Each Borrower shall make each payment under this Agreement and under the Notes not later than 11:00 a.m. (Houston, Texas time) on the day when due in Dollars or in the applicable currency, to the applicable Administrative Agent at the location referred to in the Notes (or such other location as the applicable Administrative Agent shall designate in writing to the applicable Borrower) in Same Day Funds and, as to payments of principal (other than under Section 2.6), accompanied by a Notice of Optional Payment or Notice of Mandatory Payment, as applicable, from the applicable Borrower, with appropriate insertions. The applicable Administrative Agent will promptly thereafter, and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately event prior to the Effective Time) close of a certificate or certificates (business on the “Certificates”)day any timely payment is made, which immediately prior cause to be distributed like funds relating to the Effective Time represented outstanding Company Shares payment of principal, interest or fees ratably (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title amounts payable solely to the Certificates shall passapplicable Administrative Agent, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof specific Issuing Lender or a specific Lender pursuant to the provisions terms of this Article III. Upon surrender of Certificates for cancellation Agreement) in accordance with each Lender’s Applicable Pro Rata Share to the Payment Agent or Lenders for the account of their respective applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Lender to such other agent or agents as may Lender for the account of its applicable Lending Office, in each case to be appointed by Parent, together with such letter of transmittal, duly completed and validly executed applied in accordance with the instructions theretoterms of this Agreement. Upon receipt of other amounts due solely to the applicable Administrative Agent, a specific Issuing Lender, the holders Swing Line Lender, or a specific Lender, the applicable Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement. (ii) With respect to the repayment or prepayment of Canadian Advances hereunder, the Canadian Administrative Agent may assume that the Canadian Borrower has made such Certificates shall prepayment or repayment, as applicable, on the date designated therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, and the Canadian Administrative Agent may, in reliance upon such assumption, cause to be entitled distributed like funds relating to receive in exchange therefor the Merger Consideration payment of principal, interest or fees ratably (other than amounts payable in respect thereof solely to the applicable Administrative Agent, the specific Issuing Lender or a specific Lender pursuant to the provisions terms 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 Agreement) in accordance with normal exchange practiceseach Canadian Facility Lender’s Applicable Pro Rata Share to the Canadian Facility Lenders for the account of their respective applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Canadian Facility Lender to such Canadian Facility Lender for the account of its applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Promptly following the Effective Time, If and to the extent consistent with that the Paying Agent’s standard proceduresCanadian Borrower shall not have so made its payment or prepayment, Parent shall cause as applicable, on the Paying Agent designated date therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, each Canadian Facility Lender agrees to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal immediately repay to the Paying Canadian Administrative Agent on demand such corresponding amount, together with interest on such amount, for each day from the date such amount is made available to such Canadian Facility Lender until the date such amount is repaid to the Canadian Administrative Agent, at the lesser of (A) the Overnight Rate for such day and (B) the Maximum Rate. If such Book-Entry Shares Canadian Facility Lender shall forthwith be 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 repay to the holders of Certificates or Book-Entry Shares. In the event Canadian Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Canadian Facility Lender’s Advance as part of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions Canadian Borrowing for purposes of this Article IIIAgreement.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the second (2nd) Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent) Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the holders Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable an amount in respect thereof pursuant cash equal to the provisions product of this Article III, and (x) 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 number of uncertificated Company Shares represented by book-entry such holder’s properly surrendered Certificates (the “Book-Entry Shares”or effective affidavits of loss in lieu thereof) (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 and (y) the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledMerger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the payment of Merger Consideration upon due surrender of a Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrenderedpaid or are not applicable. (iii) The Paying Agent, outstanding Certificates the Company, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, shall be deemed entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that such amounts are so deducted or withheld and after paid over to the Effective Timerelevant Governmental Entity within the time and in the manner required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to evidence only the right to receive the Merger Consideration payable Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. Promptly (and in any event, event within 10 three (3) Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) Agent and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis 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 thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the second (2nd) Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent) Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the holders Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable an amount in respect thereof pursuant cash equal to the provisions product of this Article III, and (x) 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 number of uncertificated Company Shares represented by book-entry such holder’s properly surrendered Certificates (the “Book-Entry Shares”or effective affidavits of loss in lieu thereof) (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 and (y) the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledMerger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration upon due surrender of a Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrenderedpaid or are not applicable. (iii) The Paying Agent, outstanding Certificates the Company, the Surviving Corporation, Parent and Merger Sub, as applicable, shall be deemed entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of applicable state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld and after timely and properly paid over to the Effective Timerelevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to evidence only the right to receive the Merger Consideration payable Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (x) a certificate or certificates (the “Certificates”) or (y) uncertificated shares represented by book-entry (“Book Entry Shares”), which which, in each case, represented, immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable, and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates or Book-Entry Shares for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis 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 thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, the aggregate cash amount payable to holders of Company Options, Company Restricted Share Awards and Merger Sub Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) and ‎Section 2.2‎(b)‎(iii); provided that at least three Business Days prior to such deposit, the Company shall cause the Payment Agent have delivered to mail to each holder Parent a list of record (all Company Equity Awards that would be outstanding as of immediately prior to the Effective Time, setting out for each such Company Equity Award, the holder thereof, the type of such Company Equity Award, the number of Ordinary Shares subject thereto, the exercise price or purchase price (as applicable) thereof, the grant date thereof, and the vesting schedules or vesting conditions or other restrictions imposed upon such Company Equity Award. As promptly as reasonably practicable following the Closing Date, but in no event later than the next regularly scheduled payroll date that occurs more than three Business Days following the Closing Date, the applicable holders of Company Options, Company Restricted Share Awards and Company RSU Awards shall receive a certificate cash payment from the Company or certificates the Surviving Company, through its payroll system or payroll provider, of all cash amounts required to be paid to such holders in respect of its Company Options, Company Restricted Share Awards and Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) and ‎Section 2.2‎(b)‎(iii), as applicable (after giving effect to any required Tax withholdings as provided in ‎Section 2.3(e)). Notwithstanding the “Certificates”foregoing, if any cash payment payable to a holder of Company Options, Company Restricted Share Awards or Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) or ‎Section 2.2‎(b)‎(iii), as applicable, cannot be made through the Company’s or the Surviving Company’s payroll system or payroll provider, then the Surviving Company shall issue a check for such payment to such holder (after giving effect to any required Tax withholdings as provided in ‎Section 2.3(e)), which immediately check shall be sent by overnight courier to such holder as promptly as reasonably practicable following the Closing Date (but in any event on or prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to next regularly schedule payroll date). Further notwithstanding the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this 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 Timeforegoing, to the extent consistent with that any amount payable pursuant to this ‎Section 2.2‎(b)‎(iv) relates to a Company RSU Award that is nonqualified deferred compensation subject to Section 409A of the Paying Agent’s standard proceduresCode, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and then such Book-Entry Shares shall forthwith be cancelled. No interest amount shall be paid or accrued for at the benefit of holders earliest time permitted under the terms of the Certificates applicable agreement, plan or Book-Entry Shares on the Merger Consideration payable arrangement relating to the holders of Certificates such Company RSU Award that will not trigger a tax or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records penalty under Section 409A of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIICode.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 two (2) Business Days) following the Effective Time), Parent and Merger Sub the Surviving Corporation shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) Time of a certificate one or more certificates (the “Certificates”), which that immediately prior to the Effective Time represented issued and outstanding shares of Company Shares Capital Stock (other than Dissenting Company Sharesthe “Certificates” (if any)) (i) a 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 delivery of the Certificates to the Payment Exchange Agent) ), and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in to such holder with respect thereof to Company Capital Stock formerly represented thereby pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor the Merger Consideration payable in to such holder with respect thereof pursuant to the provisions of this Article IIICompany Capital Stock represented by such Certificates, and the Certificates so surrendered shall will forthwith be canceledcancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Capital Stock (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect to such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Exchange Agent (or such other 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 Payment Exchange Agent shall will accept such Certificates and Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Exchange Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Cash Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.9(d). Until so surrenderedsurrendered or cancelled, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIISection 2.7.

Payment Procedures. Promptly (and in any event, within 10 Business Daysi) following As promptly as practicable after the Effective TimeTime (but in no event more than three Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of Person who was, immediately prior to the Effective Time) , a holder of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares Share Certificate (other than Dissenting Company a Share Certificate representing (A) Canceled Shares or (B) Appraisal Shares, which shall be treated in accordance with Section 2.06) (ix) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates such Share Certificate shall pass, only upon delivery of the Certificates such Share Certificate (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Payment Paying Agent) ), which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Date, and (iiy) instructions for use in effecting the surrender of such Share Certificate to the Certificates Paying Agent in exchange for payment of the Merger Consideration payable as provided in respect thereof pursuant to the provisions Section 2.01(c). (ii) Upon delivery of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such a letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the instructions theretoPaying Agent), and surrender to the holders 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 shall instruct the Paying Agent to, as promptly as practicable, pay and deliver to the holder of such Certificates shall be entitled Share Certificate the aggregate Merger Consideration that such holder has the right to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to this Agreement (in each case, with respect to the provisions shares of this Article IIICompany Common Stock formerly represented by such Share Certificate), and the Share Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions Until surrendered as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Timecontemplated by this Section 2.02, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Share Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable in respect thereof pursuant to this Section 2.02. (iii) (A) The Persons who were, at the provisions Effective Time, holders of this Article IIIBook-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 Share Certificate or an executed letter of transmittal to the Paying Agent or to take any other action to receive the Merger Consideration that such holder 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 Paying Agent for holders of Book-Entry Shares.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event, event within 10 three (3) Business Days) following the Effective TimeDays thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate Certificate or certificates (the “Certificates”), which Certificates that immediately prior to the Effective Time represented outstanding shares of Company Shares Stock (other than Dissenting Company Excluded Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Payment Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree), (B) a draft of the declaration, in a form reasonably 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 terms of the Ordinance, the Code, or any provision of state, local, Israeli or foreign Law (a “Tax Declaration”), and (iiC) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration payable in respect to which the holder thereof pursuant to the provisions of this Article IIIis entitled. Upon surrender of Certificates for cancellation any Certificate (or affidavit of loss in lieu thereof) to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, the holders Tax Declaration, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Stock represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration payable (less any required Tax withholdings as provided in respect thereof pursuant to the provisions of this Article IIISection 2.08(h)), and the Certificates Certificate so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Shares Stock that is not registered in the transfer records of the Company, the Merger Consideration payment may be issued made to a transferee if Person other than the Person in whose name the Certificate representing so surrendered is registered, if such Company Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.08. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares is presented shall deliver to the Paying AgentAgent the Tax Declaration, accompanied by all documents but shall not be required to evidence deliver a Certificate or an executed letter of transmittal to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares were converted into the right to receive the Per Share Merger Consideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and effect such transfer Parent shall cause the Paying Agent to pay and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and deliver as promptly as reasonably practicable after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration payable in respect thereof pursuant to of each such share of Company Stock (less any required Tax withholdings as provided in Section 2.08(h)), and the provisions Book-Entry Shares of this Article IIIsuch holder shall forthwith be cancelled.

Payment Procedures. Promptly (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 eventCVR Payment Amount is paid to the Rights Agent, within 10 Business Days) following such amounts shall be treated for all purposes of this Agreement as having been paid to the Effective TimeHolders and any delay, Parent 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 Merger Sub shall cause 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 Agent to mail to each holder of record Amount (as may be adjusted upwards following resolution of immediately 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 Effective Time) 10th Business Day immediately following delivery of a certificate or certificates (the “Certificates”), which immediately prior CVR Certificate and the applicable CVR Payment Amount to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) Rights Agent in accordance with Section 2.05, the Rights Agent shall (i) send each Holder a letter copy of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title such CVR Certificate to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) such Holder’s registered address and (ii) instructions distribute the CVR Payment Amount, if any, to the Holders pro rata in accordance with their respective CVRs as reflected on the CVR Register, by checks (if such payment is to be made in cash) mailed to the respective addresses of such Holders as reflected in the CVR Register (the earlier of such 10th Business Day and the date on which the Rights Agent distributes the CVR Payment in accordance with this 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 “CVR Payment Date”). (c) The Wize Subsidiaries, or to the extent applicable, Wize shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as Wize or the applicable subsidiary of Wize is required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for use all purposes of this Agreement as having been paid to the Holders in effecting respect of which such deduction and withholding was made. The Wize Subsidiaries, or to the surrender extent applicable, the Company and the Holders’ Representative may agree to defer any payment of the Certificates in exchange 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 deducted, at source from the CVR Payment Amount. (d) Any portion of a CVR Payment Amount that remains undistributed by the Rights Agent to the Holders (including by means of uncashed checks or invalid addresses on the CVR Register) twelve (12) months after the relevant CVR Payment Date shall be delivered by the Rights Agent to Wize, and any Holder shall thereafter look only to Wize for payments of such CVR Payment Amount, without interest, but such Holder shall have no greater rights against Wize than those accorded to general unsecured creditors of Wize under applicable law. Neither Wize nor the Merger Consideration payable Rights Agent shall be liable to any Holder in respect thereof of any cash delivered to 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 of this Article III. Upon surrender of Certificates for cancellation hereof shall not have been cashed prior to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed date on which the cash in accordance with the instructions thereto, the holders respect of such Certificates shall be entitled checks would otherwise escheat to receive in exchange therefor or become the Merger Consideration payable property of any governmental authority, any cash 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 Timechecks shall, to the extent consistent with permitted by law, immediately prior to such time become the Paying Agent’s standard proceduresproperty of Wize. Thereafter, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest Wize shall be paid or accrued responsible for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIcompliance with unclaimed property obligations.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective TimeTime (but in no event later than five (5) business days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to the holders of this Section 2.6. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the fifth (5th) Business Days) Day following the Effective Time, Parent and Merger Sub shall cause the Payment Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal transmittal, in customary form and substance reasonably satisfactory to the Company (which approval shall not be unreasonably withheld, conditioned or delayed), with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent) Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIItherefor, and the Certificates so surrendered shall forthwith be canceled. The Payment Exchange Agent shall accept be required to promptly deliver to each such holder, the Merger Consideration, into which the shares represented by such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required have been converted pursuant to deliver a Certificate this Article 2 (together with any Fractional Share Cash Amount and any dividends or any executed letter of transmittal other distributions payable pursuant to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledSection 2.2(c)). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event If payment of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may is to be issued made to a transferee if 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 representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and by evidence that (B) the Person requesting such payment shall have paid any applicable stock transfer or and other similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and after required by reason of the Effective Time, to evidence only the right to receive payment of the Merger Consideration payable to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Parties and any other Person that has any withholding obligation with respect to any payment made pursuant to this Agreement as determined by such Party or person in good faith shall be entitled to deduct and withhold, or cause the 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 1986, as amended (the “Code”), or under any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld and paid over to the appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof of which the deduction and withholding was made. The Parties shall use reasonable best efforts to reduce or eliminate withholding tax in connection with any payment made pursuant to Section 7.3 hereof to the provisions of this Article IIIextent permitted by applicable Law.

Payment Procedures. Promptly (and in any event, within 10 Business Daysi) As promptly as practicable following the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail (and to make available for collection by hand) to each holder of record (as of immediately prior to the Effective Time) of a certificate Certificate or certificates (the “Certificates”), which Book-Entry Share that immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) shares of Common Stock (i) a letter of transmittal in customary form (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 Payment Agent) Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof into which the number of shares of Common Stock previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the provisions paying agent agreement to provide that the Paying Agent deliver such letter of this Article IIItransmittal and instructions not later than five (5) Business Days after the Effective Time. Upon surrender of Certificates for cancellation (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Payment Agent or to such other Paying Agent, including by the entry through a book-entry transfer agent or agents as may be appointed by Parentof the surrender of any Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily and reasonably be required by the holders Paying Agent, the holder of such 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 the Merger Consideration payable an amount in respect thereof pursuant cash equal to the provisions product of this Article III, and (A) 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 number of uncertificated Company Shares shares of Common Stock represented by book-entry such holder’s properly surrendered Certificates (the “Book-Entry Shares”or effective affidavits of loss in lieu thereof) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on and (B) the Merger Consideration (less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable to the holders upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Company Shares shares of Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the Merger Consideration Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar and other applicable Taxes have been paidpaid or are not applicable. Until so surrenderedThe Merger Consideration, outstanding Certificates paid in full (less any applicable withholding Taxes) with respect to any share of Common Stock in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such shares of Common Stock. (ii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”), and after the Effective Timeregulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to evidence only the right making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to receive the Merger Consideration payable appropriate Governmental Entity and (B) shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant of which such deduction or withholding was made. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the provisions reduction or elimination of this Article IIIany such deduction and withholding.

Payment Procedures. Promptly (and in any event, within 10 Business Daysi) As soon as reasonably practicable following the Effective TimeClosing, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary the form supplied by Parent (which shall specify that delivery shall be effectedthe “Letter of Transmittal”) to 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 delivery of address set forth opposite each such Person’s name on the Certificates to the Payment Agent) and Closing Spreadsheet. (ii) For Company Stockholders, after receipt by the Payment Agent of a Letter of Transmittal (with respect to shares of Company Capital Stock) and any other documents (including applicable Tax forms and a duly executed Joinder Agreement) that Parent or the Payment Agent may reasonably require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions for use in effecting thereto and the surrender original certificate representing shares of Company Capital Stock (a “Company Stock Certificate”) or Affidavit of Loss therefor, Parent shall cause the Certificates Payment Agent to pay to the holder of such Company Stock Certificate in exchange for therefor that portion of the Merger Consideration payable in respect thereof thereto pursuant to Section 1.3(b)(i)-(x) (less (A) the provisions cash amounts to be withheld and deposited in the Escrow Fund on such holder’s behalf pursuant to Section 2.3(b)(ii), and, if applicable, (B) the cash amounts to be deposited with the Stockholders’ Representative on such holder’s behalf pursuant to Section 2.3(b)(iii)), and the Company Stock Certificate so surrendered shall be cancelled. No portion of this Article III. Upon the Merger Consideration shall be paid or payable to the holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (or Affidavit of Certificates for cancellation to 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 to such other agent or agents as 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 appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, Parent shall cause the holders of such Certificates shall be entitled Payment Agent to receive pay to the applicable Company Warrantholder or Non-Employee Company Option Holder in exchange therefor that portion of the Merger Consideration payable in respect thereof thereto pursuant to the provisions Section 1.3(c)(i) and Section 1.3(d) (as applicable). No portion 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 book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to a Company Warrantholder or Non-Employee Company Option Holder without executed Exchange Documents in accordance with the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence terms and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIconditions hereof.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 three Business Days) following ), the Effective Time, Parent and Merger Sub Surviving Company shall cause the Payment Paying Agent to mail or otherwise disseminate to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), ) which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Paying Agent) and , and/or (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by ParentAcquisition, together with such letter of transmittal, 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 payable in respect to which the holder thereof is entitled pursuant to the provisions of this Article IIISection 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 evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book entry transfer of uncertificated Shares, the holders of such uncertificated Shares shall be entitled to receive in exchange for the cancellation of such uncertificated Shares an amount in cash equal to the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the uncertificated Shares shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates and transferred uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and uncertificated Shares on the Per Share Merger Consideration payable upon the surrender of such Certificates and uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.8. Until so surrendered, outstanding Certificates and uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time, and in any event, within 10 event not later than the fifth Business Days) Day following the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to (x) mail to each holder of record (of Shares as of immediately prior to the Effective Time) of a certificate or certificates Time whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof which are reasonably acceptable to Parent) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as Parent and the Company shall reasonably determine) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration, and (y) 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 an amount in cash equal to the Option Consideration payable to such holder pursuant to Section 2.1(d) hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the holders Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check or, if requested in writing by the Merger Consideration payable in respect thereof pursuant to the provisions holder 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 or Book-Entry Shares representing in excess of one percent (1%) of the Payment Agent may impose Shares outstanding immediately prior to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, a wire transfer of immediately available funds to an account designated by such holder, in an amount equal to the extent consistent with product of (x) the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders number of uncertificated Company Shares represented by book-entry such holder’s properly surrendered Certificates (the “Book-Entry Shares”or effective affidavits of loss in lieu thereof) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a multiplied by (y) the Merger Consideration (less any applicable withholding Taxes) and the Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Merger Consideration Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying AgentAgent (or in the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar Taxes (as hereinafter defined) have been paidpaid or are not applicable. Until so surrenderedsurrendered in accordance with this Section 2.2(b)(ii), outstanding Certificates each Certificate and Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration or such other consideration as may be due pursuant to Section 2.1(f). (iii) 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 Shares or holder of Company Stock Options such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any applicable provision of federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding were made.

Payment Procedures. Promptly (and in any event, within 10 Business Daysa) following The Borrower hereby authorizes the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail charge the Loan Account with the amount of all principal, interest, fees, expenses and other payments to each holder be made hereunder and under the other Loan Documents. The Agent may, but shall not be obligated to, discharge the Borrower's payment obligations hereunder by so charging the Loan Account. (b) Each payment by the Borrower on account of record (as of immediately prior principal, interest, fees or expenses hereunder shall be made to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders the Agent and the Lenders according to the their respective rights thereto. All payments to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M. (New York time) on the due date thereof to the Agent, for the account of the Certificates Lenders according to their Pro Rata Shares (except as expressly otherwise provided), at the Agent's Payment Account in immediately available funds. Except for payments which are expressly provided to be made (i) for the account of the Agent only or Book-Entry Shares (ii) under the settlement provisions of Section 2.3(i), the Agent shall distribute all payments to the Lenders on the Merger Consideration payable Business Day following receipt in like funds as received. Notwithstanding anything to the holders contrary contained in this Agreement, if a Lender exercises its right of Certificates setoff under Section 11.3 or Book-Entry otherwise, any amounts so recovered shall promptly be shared by such Lender with the other Lenders according to their respective Pro Rata Shares. In . (c) The Agent shall apply all amounts received by it on account of the event 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 principal amount of the Obligations, except that, during the continuance of an Event of Default, the Agent may, with the consent of the Required Lenders, apply such amounts to such of the Obligations and in such order as it may elect in its sole and absolute discretion. (d) Whenever any payment to be made hereunder shall be stated to be due on a transfer of ownership of Company Shares day that is not registered a Business Day, the payment may be made on the next succeeding Business Day (except as specified in clause (ii) of the definition of Interest Period) and such extension of time shall be included in the transfer records computation of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions amount of this Article IIIinterest due hereunder.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, and in any event not more than five (5) Business Days thereafter, Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares and Owned Company Shares) (ithe “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall 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 product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) 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 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 cancelled. The Payment Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.10(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the First Effective Time and in any event, within 10 event not later than the third (3rd) Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub shall cause the Payment Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration, pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form with respect to Book- Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Payment Agent) Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentExchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or 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 payable in respect thereof pursuant to into which the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept shares represented by such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required have been converted pursuant to deliver a Certificate this Article 2 (together with any Fractional Share Cash Amount and any dividends or any executed letter of transmittal other distributions payable pursuant to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelledSection 2.2(c)). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In If payment of the event Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a transfer Person other than the registered holder of ownership of Company Shares the Certificate surrendered or shall have established that such Tax either has been paid or is not registered in the transfer records of required to be paid. (iii) The Exchange Agent, the Company, the Parent and each Merger Consideration may Sub, as applicable, shall be issued entitled to a transferee if the Certificate representing deduct and withhold from any amounts otherwise payable to any Person under this Agreement such Company Shares is presented amounts as are required to be deducted and withheld related to the Paying Agentmaking 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, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer deducted or similar Taxes have been paid. Until so surrendered, outstanding Certificates withheld amounts shall be deemed from and after treated for purposes of this Agreement as having been paid to the Effective Time, to evidence only the right to receive the Merger Consideration payable Person in respect thereof pursuant to the provisions of this Article IIIwhich such deduction or withholding was made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any eventevent not later than the second business day following the Effective Time (or, within 10 Business Daysin 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 and Merger Sub (x) the Paying Agent shall cause the Payment Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent) Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company may mutually agree), and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration and (y) the Paying Agent or the Surviving Corporation shall pay to each holder of a Company Stock Option or a Company Stock-Based Award the amount due and payable to such holder pursuant to Section 5.5 hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable a check in respect thereof pursuant an amount equal to the provisions product of this Article III, and (x) 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 number of uncertificated Company Shares represented by book-entry such holder’s properly surrendered Certificates (the “Book-Entry Shares”or effective affidavits of loss in lieu thereof) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on multiplied by (y) the Merger Consideration Consideration. No interest will be paid or accrued on any amount payable to the holders upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Merger Consideration Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar Taxes (as hereinafter defined) have been paidpaid or are not applicable. (iii) 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 Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to the making of such payment, and pay such amounts to the Surviving Corporation for payment over to the applicable Governmental Entity (as hereinafter defined). Until To the extent that amounts are so surrenderedwithheld or deducted and paid over to the applicable Governmental Entity, outstanding Certificates such withheld or deducted amounts shall be deemed from and after treated for all purposes of this Agreement as having been paid to the Effective Timeholder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding were made.

Payment Procedures. (i) Promptly (and in any event, within 10 Business Days) following the Effective Time, and in any event not more than three (3) Business Days thereafter, Parent and Merger Sub shall the Surviving Corporation will cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company SharesCommon Stock described in Section 3.1(a)(iii)) (ithe “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Uncertificated Shares”), (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Paying Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions to which they are entitled pursuant to clause (ii) of the provisions first sentence of this Article IIISection 3.3(c). Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall 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 payable in respect thereof pursuant to of the provisions number of this Article IIIshares of Company Common Stock represented by such Certificate, and the Certificates so surrendered shall will forthwith be canceledcancelled. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive, and the Paying Agent shall promptly pay, in exchange therefor, an amount in cash equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Paying Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable to upon the holders surrender of such Certificates or Book-Entry and Uncertificated Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration 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 provisions first sentence of Section 3.3(c). Notwithstanding anything to the contrary in this Article IIIAgreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 3.1(a)(ii). (ii) Prior to the Effective Time, Parent and the Company will cooperate to establish procedures with the Paying Agent and the Depository Trust Company with the objective that the Paying Agent will transmit to the Depository Trust Company or its nominees on the first Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to the Merger Consideration payable in respect of the number of shares of Company Common Stock (excluding any shares of Company Common Stock described in Section 3.1(a)(iii), the Rollover Shares and Dissenting Shares, and including any dividends or other distributions pertaining to such shares as contemplated by clause (ii) of the first sentence of Section 3.3(c)) held of record by the Depository Trust Company or such nominee immediately prior to the Effective Time.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and but in any event, within 10 no event more than five (5) Business Days) Days following the Effective Time), Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Excluded Shares) (i) a letter of transmittal in customary form (which shall specify 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 Payment Agent) Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable Consideration. Upon the proper surrender of a Certificate (or effective affidavit of loss in respect thereof pursuant lieu thereof) to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such a properly completed letter of transmittal, duly completed executed, and validly executed in accordance with such other documents as may reasonably be requested by the instructions theretoPaying Agent, the holders holder of such Certificates shall Certificate will be entitled to receive in exchange therefor cash in the Merger Consideration payable in respect thereof amount (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to the provisions of this Article IIIIII in the form of a check, to be mailed, as soon as reasonably practicable (but in no event more than five (5) Business Days after the receipt thereof), and the Certificates Certificate so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall will forthwith be cancelled. No interest shall will be paid or accrued for the benefit of holders on any amount payable upon due surrender of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, cash to be paid upon due surrender of the Merger Consideration Certificate may be issued paid to such a transferee if the Certificate formerly representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar Taxes have been paidpaid or are not applicable. Until so surrendered, outstanding Certificates All payments owed to the holders of Stock Options or holders of Warrants shall be deemed made from and the Payment Fund as soon as reasonably practicable after the Effective Time (but in no event more than five (5) Business Days after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III).

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the second Business Days) Day following the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (ix) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent) Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration Consideration. On the Closing Date, Parent shall cause the Paying Agent also to deliver, or cause to be delivered, to each holder of a Company Stock Option by wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect thereof pursuant to the provisions of this Article III. such Company Stock Option. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parenttogether with, together with in the case of Certificates, such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable a check in respect thereof pursuant an amount equal to the provisions product of this Article III, and (x) 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 number of uncertificated Company Shares represented by book-entry such holder’s properly surrendered Certificates (the “Book-Entry Shares”or effective affidavits of loss in lieu thereof) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on multiplied by (y) the Merger Consideration Consideration. No interest will be paid or accrued on any amount payable to the holders upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Merger Consideration Certificate or Book-Entry Share may be issued paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by to evidence that any applicable stock transfer or similar Taxes (as defined in Section 3.15(b)) have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.2, outstanding Certificates each Certificate or Company Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) For the avoidance of doubt, 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 Options, in respect thereof pursuant to the provisions of this Article IIIwhich such deduction and withholding were made.

Payment Procedures. Promptly (and in any event, within 10 Business Daysa) As promptly as practicable following the Effective TimeAgreement Date (but in no event later than two (2) Business Days following the Agreement Date), Parent and Merger Sub shall cause the Payment Paying Agent to mail deliver a letter of transmittal in the form attached hereto as Exhibit H (the “Letter of Transmittal)”, to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates representing outstanding shares of Company Capital Stock (collectively, the “Stock Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify (A) that delivery of a Stock Certificate shall be effected, and risk of loss and title to the Certificates such Stock Certificate shall pass, only upon proper delivery of the Certificates such Stock Certificate to the Payment Agent) Parent, and (iiB) instructions for use in effecting the surrender of the Stock Certificates in exchange for the upon receipt of Total Closing Merger Consideration payable in respect thereof at the Closing to the Company Stockholders pursuant to Section 1.7(a). As a condition precedent to each Stock Certificate holder’s receipt of his, her or its portion of such consideration, such holder shall surrender such Stock Certificate to the provisions of this Article III. Upon surrender of Certificates Paying Agent for cancellation (or, if such Stock Certificate has been lost, stolen or destroyed, make an affidavit of that fact with appropriate indemnification, in a form reasonably acceptable to Parent and the Payment Paying Agent). (b) Subject to Section 1.11(b), as promptly as practicable following receipt by the Paying Agent of a Letter of Transmittal and IRS Form W-9 or to such other agent or agents the appropriate version of IRS Form W-8, as may be appointed by Parentapplicable (collectively, together with such letter of transmittalthe “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto1.9(a)(i), the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this 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, (i) Parent shall cause the Paying Agent to issue and deliver pay to each Company Stockholder the portion of the Total Closing Merger Consideration payable to such holder pursuant to Section 1.7(a) at the Closing as set forth opposite such holder’s name in the Allocation Schedule (such amount, for the avoidance of doubt, to exclude such holder’s contribution to the Escrow Funds and the Expense Fund as set forth on the Allocation Schedule), (ii) Parent shall cause the Paying Agent to pay to each Company Vested Optionholder (solely with respect to Non-Employee Options) the portion of the Total Closing Merger Consideration payable to such holder in respect of Non-Employee Options pursuant to Section 1.7(b)(i) at the Closing as set forth opposite such holder’s name in the Allocation Schedule (such amount, for the avoidance of doubt, to exclude such holder’s contribution to the Escrow Funds and the Expense Fund as set forth on the Allocation Schedule), and (iii) Parent shall cause the Paying Agent to pay to each Company Warrantholder (other than holders of uncertificated [***]) the portion of the Total Closing Merger Consideration payable to such Company Shares represented by book-entry Warrantholder pursuant to Section 1.7(c)(i) at the Closing as set forth opposite such holder’s name in the Allocation Schedule (such amount, for the “Book-Entry Shares”avoidance of doubt, to exclude such holder’s contribution to the Escrow Funds and the Expense Fund as set forth on the Allocation Schedule). (c) At any time following the date that is two (either directly or through 2) years following the Depository Trust Company)Effective Time, without each holder of Book-Entry Shares being required Parent shall be entitled to require the Paying Agent to deliver a Certificate to Parent or its designated successor or assign all cash amounts that have been deposited with the Paying Agent pursuant to Section 1.8, and any executed letter of transmittal and all interest thereon or other income or proceeds thereof, not disbursed to the Paying AgentCompany Security Holders pursuant to Section 1.9, and thereafter the Company Security Holders shall be entitled to look only to Parent as general creditors thereof with respect to any and all cash amounts that may be payable to such Book-Entry Shares shall forthwith be cancelledholders pursuant to Section 1.8 upon the due surrender of duly executed Exchange Documents in the manner set forth in Section 1.9(b). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In Company Security Holders for the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued cash amounts delivered to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof Parent pursuant to the provisions of this Article IIISection 1.9(c) and which are subsequently delivered to the Company Security Holders. (d) Notwithstanding anything to the contrary in this Section 1.9, none of Parent, the Paying Agent, the Surviving Corporation nor any party hereto shall be liable to any Person for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Law. Any portion of the Total Closing Merger Consideration that remains unclaimed immediately prior to the date on which it would otherwise become subject to any abandoned property, escheat or similar Law shall, to the extent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any Person previously entitled thereto.

Payment Procedures. Promptly Amounts from the Escrow Amount shall remain on deposit in the Escrow Account until released from time to time as follows: (a) In the event ACE Hi is required to make a payment to Buyer (any such payment, a “Direct Payment Obligation”) under the Acquisition Agreement, ACE Hi (with the prior written consent of AREH, which shall not be unreasonably withheld or delayed) may provide a written instruction to the Escrow Agent directing the Escrow Agent to release the amount of such Direct Payment Obligation from the Escrow Amount directly to Buyer in satisfaction of such Direct Payment Obligation by wire transfer of immediately available funds to the wire transfer instructions set forth in such written instruction to the Escrow Agent. (b) In the event an AREH Party seeks payment from ACE Hi in respect of an Indemnifiable Loss pursuant to Section 1 of this Agreement, AREH shall provide written notice to ACE Hi indicating that an AREH Party has become obligated to and has or will make a payment in respect of an Indemnifiable Loss, briefly setting forth the nature of the underlying claim and the amount of such Indemnifiable Loss (any eventsuch amount, within 10 Business Daysthe “Indemnification Amount”) and setting forth the wire transfer instructions (any such wire transfer instructions the “Applicable Wire Transfer Instructions”) to which the applicable payment is to be made (any such notice, a “Payment Notice”). Within three (3) business days following the Effective Timereceipt by ACE Hi of a Payment Notice, Parent ACE Hi and Merger Sub AREH shall cause provide a joint written instruction to the Payment Escrow Agent directing the Escrow Agent to mail to each holder of record release the Indemnification Amount from the Escrow Account (as or in the event the remaining Escrow Amount is less than the Indemnification Amount, the entire remaining Escrow Amount) by wire transfer of immediately prior available funds to the Effective TimeApplicable Wire Transfer Instructions. In the event that ACE Hi does not execute such joint written instruction within such three (3) of business day period, AREH shall have the right to provide a certificate or certificates (the “Certificates”), which immediately prior unilateral notice to the Effective Time represented Escrow Agent directing such payment; provided, however, that in the event AREH does not provide such unilateral notice in good faith and is determined by a court of competent jurisdiction (by final and non-appealable order) to not be entitled to such payment, AREH shall reimburse ACE Hi for the portion of such payment to which AREH was so determined to not be entitled plus interest at a rate of 8% per annum accruing from the date such payment was made from the Escrow Amount. (c) Upon the later of (x) the eighteen month anniversary of the Closing Date provided any and all outstanding Company Shares obligations relating to any claims for which notice has then been given under Article 12 of the Acquisition Agreement has been then fully discharged and all obligations that could result in Losses to the AREH Parties under the terms of Article 12 of the Acquisition Agreement (other than Dissenting Company Sharesas a result of breaches of post closing obligations not included in Article 12) for AREH Obligations have expired or (iy) the termination of the GB Indemnification Escrow Agreement and the satisfaction of the Holdback Condition, ACE Hi and AREH shall provide a letter joint written instruction to the Escrow Agent directing the Escrow Agent to release any Escrow Amounts remaining in the Escrow Account to ACE Hi by wire transfer of transmittal immediately available funds to an account designated by ACE Hi in customary form (which writing to the Escrow Agent. For the avoidance of doubt, ACE Hi’s obligations in respect of Indemnifiable Losses pursuant to this Agreement are not contingent upon any obligation of any AREH Party to first make payment or otherwise incur out-of-pocket Losses in respect of any Indemnifiable Losses. Rather, ACE Hi’s obligations in respect of Indemnifiable Losses pursuant to this Agreement shall specify that delivery accrue and ACE Hi shall be effected, and risk of loss and title obligated to make the applicable payments to the Certificates shall pass, only upon delivery of AREH Parties and the Certificates to same may be released from the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable Escrow Amounts in respect thereof thereof, upon written notice from AREH to ACE Hi stating that AREH has concluded that an AREH Obligation is required to be paid. In the event that the remaining Escrow Amount is insufficient to satisfy any of ACE Hi’s obligations in respect of Indemnifiable Losses pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentIndemnification Agreement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates AREH shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant proceed against any and all other assets of ACE Hi and to the provisions of this Article III, exercise any and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Sharesall other rights available under applicable law. In the event of a transfer of ownership of Company Shares that is not registered in any conflict between the transfer records terms of the CompanyIndemnification Agreement and this Agreement, the Merger Consideration may be issued to a transferee if terms of the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates Indemnification Agreement shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIgovern.

Payment Procedures. Promptly (a) Within thirty (30) days after the receipt of any portion of the Total Payment Amount, Parent shall (i) deliver to the Rights Agent a certificate certifying to and specifying in reasonable detail (A) the amount of the applicable Total Payment Amount received by Parent or its Affiliates, (B) a calculation of the CVR Payment Amount and CVR Payment, and (C) the Permitted Deductions reflected in such CVR Payment Amount, (ii) deliver to the Rights Agent an amount equal to the aggregate CVR Payment Amount in immediately available funds (each, a “CVR Payment”) and (iii) instruct the Rights Agent to deliver the CVR Payment to the Holders. The Rights Agent will promptly, and in any eventevent within ten (10) Business Days after receipt of each applicable CVR Payment, within 10 pay to each Holder, by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the date of the receipt of the CVR Payment statement, such Holder’s CVR Payment Amount less any applicable tax withholding. Until such certificate, CVR Payment and instructions are received by the Rights Agent, the Rights Agent may presume conclusively for all purposes that such portion of the Total Payment Amount has not been received. (b) All payments by Parent to the Rights Agent under this Agreement shall be made in U.S. dollars. (c) Parent shall be entitled to deduct or withhold, or cause the Rights Agent to deduct or withhold from any CVR Payment Amount otherwise payable or otherwise deliverable pursuant to this Agreement, in each case directly or through an authorized payroll agent, such amounts as are reasonably determined to be required to be deducted or withheld therefrom under the Code or any other provision of any applicable federal, state, local or non-U.S. Tax Law as may be determined by Parent. To the extent such amounts are so deducted or withheld and paid over or deposited with the relevant Tax authority, such amounts shall be treated for all purposes under this Agreement as having been paid to the Holder(s) to whom such amounts would otherwise have been paid or delivered. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, Parent shall instruct the Rights Agent, to the extent practicable, to provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary Tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts; provided, that the time period for payment of a CVR Payment Amount by the Rights Agent set forth in Section 2.4(a) shall 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 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 the Rights Agent. (d) following Any portion of any CVR Payment that remains undistributed to any Holder six (6) months after such CVR Payment is received by the Effective TimeRights Agent from Parent, Parent and Merger Sub shall cause provided, that the Payment Rights Agent has fully complied with Section 2.4(a), will be delivered by the Rights Agent to mail Parent, upon demand, and such Holder will thereafter look only to each holder Parent for payment of record its share of such returned CVR Payment, without interest. (as e) Neither Parent nor the Rights Agent will be liable to any person in respect of any CVR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s and/or the Rights Agent’s commercially reasonable efforts to deliver a CVR Payment Amount to the applicable Holder, such CVR Payment Amount has not been paid immediately prior to the Effective Time) date on which such CVR Payment Amount would otherwise escheat to or become the property of a certificate or certificates (the “Certificates”)any Governmental Body, which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the any such CVR Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this 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 TimeAmount will, to the extent consistent permitted by applicable Law, become the property of Parent, free and clear of all claims or interest of any person previously entitled thereto. In addition to and not in limitation of any other indemnity obligation herein, P▇▇▇▇▇ agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Paying Agent’s standard proceduresRights Agent may incur or be subject to in connection with transferring such property to Parent and such indemnification obligation shall survive the termination of this Agreement, Parent shall cause the Paying Agent to issue and deliver resignation, replacement or removal of the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Rights Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders payment, termination and the expiration of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIICVRs.

Payment Procedures. (i) Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub the Surviving Company shall cause the Payment Paying Agent to mail (or in the case of the Depository Trust Company, deliver) to each holder of record (as of immediately prior to the Effective Time) of Company Shares, including Company Shares which immediately prior to the Effective Time were (x) represented by a certificate or certificates (the “Certificates”) and (y) not represented by a certificate or certificates (the “Uncertificated Shares”) which were cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(b) (and excluding, for the avoidance of doubt, the Excluded Shares), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Paying Agent) ), and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Promptly after a Dissenting Shareholder has effectively withdrawn or lost his, her or its Dissenter Rights under the Cayman Companies Act, Parent shall cause the Paying Agent to mail to such Dissenting Shareholder such letter of transmittal and instructions. (ii) Upon surrender of Certificates for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of the Company Shares represented by such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.1(b) (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall forthwith be canceledcancelled. Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares have been cancelled, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product of the number of such Uncertificated Shares multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.1(b) (less any applicable withholding Taxes payable in respect thereof). The Payment Paying Agent shall accept such Certificates and such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Company Shares represented by the Certificates or Book-Entry and the holders of such Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 3.2. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive an amount in cash equal to the product of the number of Company Shares represented by such Certificates multiplied by the Per Share Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article III. (iii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (x) the Paying Agent will transmit to the Depositary promptly following the Effective Time an amount in cash in immediately available funds equal to the product of (1) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares) multiplied by (2) the Per ADS Merger Consideration and (y) the Depositary will distribute the Per ADS Merger Consideration to ADS holders (other than with respect to ADSs representing Excluded Shares) upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (including withholding Taxes if any) due to or incurred by the Depositary in connection with the cancellation of the ADSs surrendered and distribution of the aggregate Per ADS Merger Consideration to ADS holders. No interest will be paid or accrued on any amount payable in respect of the ADSs. (iv) Remittances for the Per Share Merger Consideration or the Per ADS Merger Consideration, as the case may be, shall not be sent to holders of Company Shares or ADSs who are untraceable unless and until, except as provided below, they notify the Paying Agent or the Depositary, as applicable, of their current contact details. A holder of Company Shares or ADSs will be deemed to be untraceable if (x) such Person has no registered address in the register of members (or branch register) maintained by the Company or the Depositary, as applicable, (y) on the last two (2) consecutive occasions on which a dividend has been paid by the Company a check payable to such Person either (A) has been sent to such person and has been returned undelivered or has not been cashed or (B) has not been sent to such person because on an earlier occasion a check for a dividend so payable has been returned undelivered, and in any such case no valid claim in respect thereof has been communicated in writing to the Company or the Depositary, as applicable or (z) notice of the Company Shareholders Meeting convened to vote on the Merger has been sent to such Person and has been returned undelivered. Monies otherwise due to Dissenting Shareholders and monies due to shareholders of the Company who are untraceable shall be returned to the Surviving Company on demand and held in a non-interest bearing bank account for the benefit of Dissenting Shareholders and shareholders of the Company (including holders of ADSs) who are untraceable. Monies unclaimed after a period of seven (7) years from the Closing Date shall, subject to all applicable Laws, be forfeited and revert to the Surviving Company.

Payment Procedures. Promptly (and in any event, event within 10 five (5) Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis 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 thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent Investor and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which ) that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock and (other than Dissenting ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares) ”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)(i), (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIISection 2.7(a)(i). Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentInvestor, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as the Payment Agent may reasonably require, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)(i), by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall forthwith be canceled. In the case of a book-entry transfer of Uncertificated Shares, upon receipt of an “agent’s message” by the Payment Agent and confirmation of the book-entry transfer of such Uncertificated Shares into the Payment Agent’s account with Depository Trust Company (and such other evidence, if any, of transfer as the Payment Agent may reasonably request), the holders of such 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 of Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)(i), by (y) the Merger Consideration (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. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidConsideration. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly (and in any event, within 10 Business Daysi) following As soon as practicable after the Effective Time, but in no event more than two (2) Business Days after the Closing Date, Parent and Merger Sub shall cause the Payment Exchange Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time) , of a an outstanding certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding Company Eligible Shares (other than Dissenting Company Shares) (ithe “Certificates”) a letter of transmittal in customary form (“Letter of Transmittal”) (which with respect to holders of Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such person shall pass, only upon proper delivery of the Certificates to the Payment Exchange Agent, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration payable as set forth in respect thereof pursuant Section 3.1. (ii) Upon surrender to the provisions Exchange Agent of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parenta Certificate, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may be reasonably required by Parent or the holders Exchange Agent, the holder of such Certificates Certificate shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form) representing, in the Merger Consideration aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 3.1 (after taking into account all Eligible Shares then held by such holder) and (B) a check in the amount equal to the cash payable in respect thereof lieu of any fractional shares of Parent Common Stock pursuant to the provisions Section 3.4(i) and in respect of this Article III, any post-Effective Time dividends and the Certificates so surrendered shall forthwith be canceledother distributions with respect to Parent Common Stock payable pursuant to Section 3.4(g). The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions As promptly as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following practicable after the Effective TimeTime and in any event not later than the third Business Day thereafter, to the extent consistent with the Paying Agent’s standard procedures, Parent Surviving Company shall cause the Paying Exchange Agent to issue and deliver the Merger Consideration send to holders each holder of uncertificated Company Eligible Shares represented by book-book entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each 1) that number of whole shares of Parent Common Stock to which such holder of Book-Entry Shares shall have become entitled pursuant to the provisions of Section 3.1(b)(i) (which shall be in uncertificated book-entry form) and (2) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.4(i) and in respect of any post- Effective Time dividends and other distributions with respect to Parent Common Stock payable pursuant to Section 3.4(h) without such holder being required to deliver a Certificate or any an executed letter Letter of transmittal Transmittal to the Paying Exchange Agent, and such Book-Entry Shares shall forthwith then be 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 to in respect of the holders of Certificates or Book-Entry Shares, as applicable. In the event Payment of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may is to be issued made only to a transferee if Person that is the Certificate representing record holder of such shares of Company Shares is presented Common Stock, and it shall be a condition of such payment that shares of Company 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 Taxes and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and by evidence that any applicable stock transfer or similar Taxes either have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.4(b)(ii), outstanding Certificates each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof thereof, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions Section 3.4(i) and in respect of this Article IIIany post-Effective Time dividends or other distributions with respect to Parent Common Stock to which such holder is entitled pursuant to Sections 3.4(g) or 3.4(h).

Payment Procedures. Promptly (i) Subject to this Section 2.14(b), (1) each of the Milestone Payments shall become payable upon the occurrence of the associated Milestone Event, irrespective of the order in which the Milestone Events are achieved relative to each other and (2) if multiple Milestone Events are achieved simultaneously, Buyer may aggregate the related Milestone Payments into a single Milestone Payment. (ii) As promptly as practicable, and in any event, within 10 event no later than three (3) Business Days, after it receives any Milestone Notice, the Shareholders’ Representative shall deliver to Buyer and the Paying Agent an updated Schedule I together with a written notice (an “Allocation Notice”) following that sets forth its calculations of the Effective Time, Parent and Merger Sub shall cause the Payment Agent aggregate amount of cash to mail to each holder of record (as of immediately prior be paid to the Effective Time) of a certificate or certificates Sellers with respect to the relevant Milestone Payment (the “CertificatesMilestone Payment Cash”). (iii) Following its receipt of an updated Schedule I and an Allocation Notice, which immediately prior and subject to the Effective Time represented outstanding Company Shares (other than Dissenting Company Sharestimely delivery of such updated Schedule I and Allocation Notice in accordance with Section 2.14(b)(ii) (i) a letter within the applicable time period for the payment of transmittal the relevant Milestone Payment specified in customary form (which Section 2.14(a), Buyer shall specify that delivery shall pay or cause to be effectedpaid, and risk by wire transfer of loss and title immediately available funds, the Milestone Payment Cash to the Certificates shall pass, only upon delivery Paying Agent for the benefit of the Certificates Sellers and, solely with respect to the IBD Field Milestone Event, if the Buyer has elected to make a portion of such Milestone Payment Agentin Buyer Common Stock, the Buyer shall issue to each Seller its portion of such Buyer Common Stock as set forth on Schedule I. (iv) As promptly as practicable following the payments and (ii) instructions for use deliveries described in effecting Section 2.14(b)(iii), the surrender Shareholders’ Representative shall instruct the Paying Agent to pay to each Seller such Seller’s portion of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the applicable Milestone Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed (in accordance with the instructions theretoSchedule I by wire transfer of immediately available funds (or by check, the holders as reasonably directed by such Seller). The right of such Certificates shall be entitled any Seller to receive in exchange therefor the Merger Consideration payable in respect thereof his, her or its applicable portion of a Milestone Payment 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 book-entry (the “Book-Entry Shares”Section 2.14(b) (either directly A) shall not be evidenced by any form of certificate or through the Depository Trust Company)instrument; (B) does not give such Seller dividend rights, without each holder of Book-Entry Shares being required to deliver a Certificate voting rights, liquidation rights, preemptive rights or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid other equity or accrued for the benefit ownership rights of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records Capital Stock of the Company, Surviving Company following the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that Closing; (C) shall not accrue interest on any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only portion thereof; (D) does not represent any right other than the right to receive the consideration set forth in this Section 2.14 in accordance with Section 2.7 or Section 2.8, as applicable; and (E) shall not be assignable or transferable without Buyer’s written consent (not to be unreasonably withheld, delayed or conditioned) except by will, the applicable Laws of intestacy or other operation of applicable Law, and except as part of a distribution by such Seller to its stockholders, partners, members or other equityholders. (v) For purposes of calculating any Milestone Payment payable to Sellers, the amount of the applicable Milestone Payment shall be reduced by any amounts payable or due to the Shareholders’ Representative or to the Paying Agent that are payable in connection with such Milestone Payment (calculated without duplication of any such expenses previously paid or deducted in determining the Up-Front Payment or any prior Milestone Payment). (vi) All amounts payable pursuant to this Section 2.14 shall, to the extent permitted by Law, shall be treated by the Parties for Tax purposes as adjustments to the Merger Consideration and Option Consideration. (vii) The Parties agree that any Milestone Payments payable in with respect thereof pursuant to Company Stock Options will be treated and reported for all Tax purposes as being subject to a substantial risk of forfeiture within the meaning of Treasury Regulations Section 1.409A-1(b)(4) until such amounts become due payable under this Agreement, and shall be paid to holders of Company Stock Options entitled to such payments within the short-term deferral period within the meaning of Treasury Regulations Section 1.409A-1(b)(4). (viii) Any Milestone Payments that are not timely paid to the provisions Paying Agent in accordance with Section 2.14 shall be paid together with interest thereon at the rate of this Article IIIeight (8) percent per annum (but with interest accruing on a daily basis), from the date on which such Milestone Payment was originally due until the date of payment.

Payment Procedures. Promptly Except as otherwise provided herein, the Tenant Improvement Allowance will be paid directly by Landlord to Tenant (less a 10% retention fee as provided below) within seven (7) days after Landlord's receipt of (1) an Unconditional Waiver and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Release Upon Final Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with California Civil Code Section 3262, executed by each and every contractor, subcontractor and materialman, including but not limited to each entity or person who has served a Preliminary 20-day Notice in connection with Tenant's Work, and (2) releases for any and all mechanic's liens filed in connection with Tenant's Work. Landlord shall withhold 10% of each payment request (the instructions thereto, the holders aggregate amount of such Certificates retention fees shall be entitled to receive defined herein as the "Final Retention Payment") submitted by Tenant in exchange therefor connection with the Merger Consideration payable in respect thereof Tenant's Work until all Close-Out Documentation is received pursuant to the provisions Section 4 of this Article IIIWork Letter. Following Landlord's receipt of all Close-Out Documentation, Landlord shall deliver a check to Tenant equal to the amount of the Final Retention Payment. To the extent the total cost of Tenant's Work exceeds the Tenant Improvement Allowance, Tenant shall be responsible for all costs over and above the Tenant Improvement Allowance needed to complete Tenant's Work in full compliance with the Approved Plans, this Work Letter, and the Certificates so surrendered shall forthwith be canceledconditions of all permits, licenses, and approvals applicable to Tenant's Work. 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, Notwithstanding anything to the extent consistent with contrary herein, if Landlord shall act as agent for Tenant in preparing the Paying Agent’s standard proceduresTenant's Work, Parent Landlord shall cause pay the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal Tenant Improvement Allowance to the Paying Agentapplicable contractor in draw requests, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued subject to the need for the benefit of holders documentation described above. Once that Tenant Improvement Allowance has been paid in its entirety, Tenant shall pay the remaining cost of the Certificates or Book-Entry Shares on the Merger Consideration payable Tenant's Work to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIcontractor.

Payment Procedures. (a) Promptly (following completion of the annual financial statements of the Business for the fiscal year ending September 30, 2023 and in any eventno event later than January 31, within 10 2024, Purchaser shall prepare in good faith and deliver to Seller a true and correct statement of the Adjusted EBITDA of the Business Days) following for the Effective TimeReference Period, Parent which shall be derived from the audited financial statements of the Business for the Reference Period and Merger Sub shall cause calculated in a manner consistent with the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Timeillustrative calculation and principles set forth on Section 1.1(a) of a certificate or certificates the Seller Disclosure Schedules, and the resulting Earn-Out Payment (the “CertificatesEarn-Out Statement”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) . Promptly following completion of (i) a letter the GGB Project and the final resolution of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) all GGB Claims and (ii) instructions for use the receipt of any GGB Claim Recoveries (and in effecting the surrender no event later than sixty (60) days following any such event), Purchaser shall prepare in good faith and deliver to Seller a true and correct statement of the Certificates aggregate GGB Losses as of such date, which shall be calculated in exchange for a manner consistent with the Merger Consideration illustrative calculation and principles set forth on Section 1.1(d) of the Seller Disclosure Schedules, and the resulting amount of any Retained Claim Recovery payable to Seller Parent in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed GGB Claim Recoveries in accordance with this Section 2.12 and Section 2.13 (the instructions thereto“GGB Loss Statement” and each such GGB Loss Statement or the Earn-Out Statement, a “Statement”). After receipt of a Statement, Seller shall have forty-five (45) days (in respect of each Statement, a “Review Period”) to review such Statement. Each Statement shall set forth in reasonable detail Purchaser’s calculations of the applicable amounts. Until the final determination of the Earn-Out Payment, the holders aggregate GGB Losses and the aggregate Retained Claim Recovery payable to Seller Parent (or its designated Subsidiaries) hereunder in respect of GGB Claim Recoveries, Seller and its Representatives shall be permitted to access and review the books, records and work papers of Purchaser and its Affiliates (including the Purchased Companies and their Subsidiaries) for the purpose of enabling Seller and its Representatives to review any Statement (and to prepare any objections to such Statement) and Purchaser’s compliance with its applicable obligations under Section 2.11, this Section 2.12 and Section 2.13, or otherwise in connection with the Earn-Out Payment, the GGB Claims, the GGB Claim Recoveries, Seller Parent’s Applicable GGB Portion or the GGB Losses, and Purchaser shall, and shall cause its Affiliates and its and their respective employees, accountants and other Representatives to, reasonably cooperate with and assist Seller and its Representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. In addition, promptly following the reasonable request of Seller Parent (and in no event later than thirty (30) days following any such reasonable request), Purchaser shall prepare and deliver to Seller Parent such information as Seller Parent reasonably requests, including a calculation of Adjusted EBITDA, GGB Losses, Seller Parent’s Applicable Portion of GGB Claim Recoveries, expected GGB Claim Recoveries or any component of the foregoing, in each case as of a date no more than sixty (60) and no later than thirty (30) days prior to such request. (b) In the event that Seller disputes the manner in which the Earn-Out Statement or a GGB Loss Statement has been prepared or the calculation of the Adjusted EBITDA of the Business for the Reference Period, the Earn-Out Payment, the GGB Losses, Seller Parent’s Applicable GGB Portion or any Retained Claim Recovery in respect of GGB Claim Recoveries, Seller shall give written notice thereof to Purchaser within the Review Period (the “Deferred Payment Dispute Notice”). During the fifteen (15)-day period following Purchaser’s receipt of the Deferred Payment Dispute Notice, Purchaser and Seller shall negotiate in good faith to resolve any differences that they may have with respect to the matters identified in the Deferred Payment Dispute Notice. If at the end of such Certificates fifteen (15)-day period Seller and Purchaser have been unable to resolve any such differences, Seller and Purchaser shall be entitled submit all matters that remain in dispute to receive in exchange therefor the Merger Consideration payable in respect thereof Independent Accounting Firm for resolution as though it were a dispute pursuant to the provisions of this Article IIISection 2.9, and the Certificates so surrendered dispute resolution provisions of Section 2.9(d) and Section 2.9(e) shall forthwith be canceledapply mutatis mutandis to such dispute. The Adjusted EBITDA of the Business and resulting Earn-Out Payment Agent shall accept such Certificates upon compliance or the GGB Losses and the resulting Retained Claim Recovery (i) as set forth in the applicable Statement, if Seller does not deliver to Purchaser a Deferred Payment Dispute Notice with such reasonable terms respect thereto during the Review Period, (ii) as determined by the Independent Accounting Firm pursuant to this Section 2.12(b) (absent manifest error) or (iii) as agreed in writing between Seller and conditions Purchaser, as the case may be, shall constitute the final determination of the Adjusted EBITDA of the Business, the Earn-Out Payment, GGB Losses (as of the date of determination), or any Retained Claim Recovery in respect of a GGB Claim Recovery (as of the date of determination) as applicable, and shall be final and binding upon the Parties, and the Earn-Out Payment Agent may impose or such Retained Claim Recovery, if any, as so determined shall be paid to effect an orderly exchange thereof Seller in accordance with normal exchange practices. Promptly following the Effective TimeSection 2.11 or Section 2.13, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIas applicable.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, and in any event not more than five (5) Business Days thereafter, Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares and Owned Company Shares) (ithe “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal in customary form and reasonably acceptable to the Company (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon Subject to Section 2.10(g), upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, together with such other documents and information as may reasonably be requested by the Payment Agent, the holders of such Certificates shall 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 product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. Subject to Section 2.10(g), 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) 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 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 cancelled. The Payment Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.10(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub The Owner shall cause the Payment Agent to mail to each holder of record (as of immediately prior provide 5 business days’ notice to the Effective TimeContractor (or such shorter period as the Contractor may agree) of a certificate request by the Owner to provide for payment to a subcontractor (a “Subcontractor”) or certificates supplier (a “Supplier”) of goods or services or for reimbursement of payments made by the Owner to a Subcontractor or Supplier. The notice to the Contractor shall include an invoice from the Subcontractor or Supplier (or other mutually agreed form of request for payment) (the “CertificatesSubcontractor/Supplier Invoice”). In connection with a request for direct payment to a Subcontractor or Supplier, which immediately prior before providing such notice to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) Contractor, the Subcontractor or Supplier shall have signed an acknowledgment in a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title reasonably acceptable to the Certificates shall passContractor providing, only upon delivery of among other things, that the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or Contractor is not liable to such other agent Subcontractor or agents as may be appointed by Parent, together with such letter Supplier. Within 2 business days of transmittal, duly completed and validly executed in accordance with the instructions theretoreceipt of a Subcontractor/Supplier Invoice, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this 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 Contractor will provide an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry invoice (the “Book-Entry SharesContractor’s Invoice”) showing the Cost of the Work and the Contractor’s Fee (either directly or through the Depository Trust Company), without in each holder of Book-Entry Shares being required case with respect to deliver a Certificate or any executed letter of transmittal such Contractor’s Invoice) to the Paying AgentOwner. The Contractor will pay the Subcontractor/Supplier Invoice, or reimburse the Owner with respect to the Subcontractor/Supplier Invoice, within 2 business days of receipt from the Owner of an acknowledgment (“Owner’s Acknowledgment”) confirming the Owner’s request that the Contractor pay, or reimburse the Owner with respect to, the Subcontractor/Supplier Invoice and that that upon such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid payment or accrued for reimbursement by the benefit of holders Contractor, the amount of the Certificates or Book-Entry Shares on Contractor’s Invoice (exclusive of the Merger Consideration payable Contractor’s Fee) will be added to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records Cost of the Company, Work and the Merger Consideration may Contractor’s Fee will be issued to a transferee if the Certificate representing such Company Shares is presented added to the Paying Agent, accompanied by all documents required to evidence Contract Sum. The parties will separately track the Cost of the Work and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIContractor’s Fee.

Payment Procedures. Promptly (and a) Purchaser shall pay to Icon the aggregate purchase price for the Media Advertising in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder amount of record (as of immediately prior to the Effective Time) of a certificate or certificates $4,103,125.00 (the “CertificatesPurchase Price”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery . All purchases hereunder shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be cancelednon-commissionable. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect foregoing Purchase Price is an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares estimate based on the Merger Consideration payable to the holders assumption that all Media Advertising purchased will have a Minimum Credit Ratio (as hereafter defined) of Certificates or Book-Entry Shares20%, resulting in total Guaranteed Minimum Credits of $820,625.00. In the event that the actual mix of Media Advertising purchased shall change based on the mutual agreement of Icon and Purchaser, Purchaser shall purchase a transfer sufficient amount of ownership Media Advertising such that the total Guaranteed Minimum Credits accrued shall still equal $820,625.00, with the Purchase Price being adjusted up or down accordingly. (b) Purchases of Company Shares that is not registered Media Advertising pursuant to Section 4(a) will generate Guaranteed Minimum Credits (as defined in Section 7(a)(i) hereof) which are credited against the transfer records of Guaranteed Minimum Payment (as defined in Section 7(a)(ii) hereof) in arriving at Purchaser’s Minimum Payment obligations pursuant to Section 7(b) hereof. (c) Payment for the Company, the Merger Consideration may Media Advertising shall be issued made to a transferee if the Certificate representing such Company Shares is presented Icon as follows: (i) Icon will submit to the Paying AgentPurchaser invoices, accompanied by the applicable proof of performance (affidavits of performance provided to Icon by the media providers), for the amounts payable based on the Media Schedule authorized by Purchaser. Purchaser is not responsible for making payment to Icon for any Media Advertising ordered but not provided by Icon, including make-good advertising, until such advertising is provided and the applicable proof of performance is submitted to Purchaser. Purchaser is not responsible for making payment to Icon for any Media Advertising Discrepancies until such discrepancies are resolved to the satisfaction of Purchaser. Media Advertising Discrepancies that have been resolved will be invoiced by Icon (including applicable proof of performance). For purposes of this Agreement “Media Advertising Discrepancies” shall be defined as: a) any Media Advertising ordered by Purchaser and not provided by Icon, including any make–good advertising; b) Media Advertising provided by Icon not ordered by Purchaser; and c) Media Advertising provided by Icon, ordered by Purchaser, but not provided in accordance with Purchaser’s order. (ii) Subject to Section 4(c)(i), Purchaser shall pay each invoice in full within thirty (30) days after the invoice date. (iii) Subject to Section 4(c)(i), if payment of any amounts due hereunder are not paid on time or when due and payable in strict accordance with the terms and conditions of this Agreement, Purchaser shall pay interest at the prime rate (as quoted by J▇ ▇▇▇▇▇▇ C▇▇▇▇ Bank), plus 2% or, if less, the maximum rate allowed by law on any and all documents unpaid balances due hereunder. (iv) Without limiting the generality or effect of any other provision hereof, and subject to Section 4(c)(i), the obligation of Purchaser to pay each invoice after delivery of the applicable conforming Media Advertising, on an individual transaction by transaction basis, shall be absolute and unconditional, and not subject to any offset or recoupment right or any other defense or counterclaim which Purchaser may have against Icon, the applicable media advertising provider or any other person or entity now or in the future either hereunder or otherwise. (v) Upon the occurrence of a Purchaser Default as set forth in Section 10 below, the payment and credit terms set forth in this Section 4(c) shall no longer apply and thereafter Purchaser shall be required to evidence deliver the price for Media Advertising to Icon prior to the ordering of any of such Media Advertising. In addition, any issued and effect unpaid invoices not yet due under this Section 4(c) at the time of the occurrence of such transfer Purchaser Default or determination shall become immediately due and payable. (vi) All payments by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates Purchaser shall be deemed from by check or wire transfer made payable to the order of Icon International, Inc. Checks shall be addressed as follows: Icon International, Inc., P.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-▇▇▇▇. Wire transfers shall be sent as follows: Chase Manhattan Bank, O▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇, ABA # 0▇▇▇▇▇▇▇▇, for the account of Icon International, Inc., account # 910 2 737773. (d) In the event Purchaser shall utilize the services of an agent in connection with the payment of Icon invoices, Purchaser shall remain liable to Icon (and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof its assigns) pursuant to the provisions terms of this Article IIIAgreement until such agent has fully performed Purchaser’s payment obligations hereunder. Icon shall have no obligation to pay any agency commission, service or brokers commissions, sales and use taxes, freight or delivery charges or any other similar add on fees in connection with the provision of Media Advertising or Additional Goods and Services (as hereafter defined) to Purchaser pursuant to this Agreement.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective TimeClosing Date (but in no event more than three (3) Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), ) which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock and (other than Dissenting ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and ), and/or (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article III. I. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash, payable by check or wire transfer of immediately available Funds to an account designated by such holder, equal to the Merger Consideration product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such Certificate, by (y) the Per Share Price (less any applicable withholding taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall forthwith be canceled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash, payable by check or wire transfer of immediately available Funds to an account designated by such holder, equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares, by (y) the Per Share Price (less any applicable 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. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 1.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price, without interest thereon, payable in respect thereof pursuant to the provisions of this Article III.I.

Payment Procedures. Promptly (and a) Prior to the Closing, Acquiror shall appoint a paying agent (the “Paying Agent”) to act as the agent for the purpose of paying the Aggregate Transaction Consideration to the Members in any event, within 10 Business Days) following accordance with the Consideration Spreadsheet. At or prior to the Effective Time, Parent Acquiror shall deposit with the Paying Agent (i) a cash amount in immediately available funds equal to the Milk Cash Consideration, and Merger Sub (ii) the Domesticated Acquiror Non-Economic Common Stock. For the avoidance of doubt, Purchaser Common Units issuable to the Members hereunder will be issued pursuant to a resolution of Acquiror LP at Closing. (b) Reasonably promptly after the Effective Time, Acquiror shall send or shall cause the Payment Paying Agent to mail send, to each holder of record (Member listed on the Consideration Spreadsheet as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form and instructions (which shall specify that the delivery shall be effected, and the risk of loss and title to the Certificates shall pass, only upon delivery proper transfer of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III, and the Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (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 share to the Paying Agent, and which letter of transmittal will be in customary form and have provisions with respect to withholding under Section 1446(f) and such Bookother provisions as Acquiror may reasonably specify) for use in such exchange (each, a “Letter of Transmittal”). (c) Each Member listed on the Consideration Spreadsheet, shall be entitled to receive such portion of the Milk Cash Consideration and the Domesticated Acquiror Non-Entry Shares shall forthwith Economic Common Stock set forth on the Consideration Spreadsheet, upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with a duly completed and validly executed Letter of Transmittal and such other documents as may reasonably be cancelledrequested by the Paying Agent. No interest shall be paid or accrued for upon the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares any share Promptly following the date that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and one (1) year after the Effective Time, Acquiror may instruct the Paying Agent to evidence only deliver to Acquiror all documents in its possession relating to the right transactions contemplated hereby, and the Paying Agent’s duties shall terminate. Thereafter, any portion of the Milk Cash Consideration or Domesticated Acquiror Non-Economic Common Stock that remains unclaimed shall be returned to Acquiror, and any Person that was a holder of Membership Units as of immediately prior to the Effective Time that has not exchanged such Membership Units for an applicable portion of the Milk Cash Consideration and the Domesticated Acquiror Non-Economic Common Stock in accordance with this Section 2.8 prior to the date that is one (1) year after the Effective Time, may transfer such Membership Units to Acquiror and (subject to applicable abandoned property, escheat and similar Laws) receive in consideration therefor, and Acquiror shall promptly deliver, such applicable portion of the Merger Milk Cash Consideration payable and the Domesticated Acquiror Non-Economic Common Stock without any interest thereupon. None of Acquiror, the Purchasers, the Company or the Paying Agent shall be liable to any Person in respect thereof of any of the Milk Cash Consideration and the Domesticated Acquiror Non-Economic Common Stock delivered to a public official pursuant to the provisions of and in accordance with any applicable abandoned property, escheat or similar Laws. If any such Membership Units have not been transferred immediately prior to such date on which any amounts payable pursuant to this Article IIIII would otherwise escheat to or become the property of any Governmental Authority, any such amounts shall, to the extent permitted by applicable Law, become the property of Acquiror, free and clear of all claims or interest of any Person previously entitled thereto.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the fifth (5th) Business Days) Day following the Effective Time, Parent and Merger Sub the Company shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Certificates whose Company Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form and accompanying instructions for use in effecting the surrender of Certificates (which or effective affidavits of loss and any indemnity required by Section 3.2(g) in lieu thereof, as applicable) and claiming payment of the Merger Consideration, and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery proper receipt of the Certificates to the Payment Agent) (or affidavits of loss in lieu thereof as provided in Section 3.2(g)), and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in exchange for lieu thereof as provided in Section 3.2(g)). (ii) Upon the Merger Consideration payable in respect thereof pursuant return of the letter of transmittal to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittalPaying Agent, duly completed and validly executed in accordance with the instructions theretothereto and accompanied by Certificates representing outstanding Company Shares (or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof), if applicable, together with such other documents as may reasonably be required by the Paying Agent, the holders holder of such Certificates shall will be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIItherefor, 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 pay to each such holder an amount in cash equal to the Merger Consideration to holders product of uncertificated (x) the number of Company Shares represented by book-entry such holder’s properly surrendered Certificates (or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof) that were cancelled at the “Effective Time multiplied by (y) the Merger Consideration. (iii) No holder of Book-Entry Shares”) (either directly Shares shall be required to deliver a Certificate or through an executed letter of transmittal to the Depository Trust CompanyPaying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1(a). In lieu thereof, without upon receipt by the Paying Agent from each holder of Book-Entry Shares being of any appropriate documentation or confirmations reasonably required to deliver a Certificate or any executed letter of transmittal to by the Paying Agent, and if any, such holder of such Book-Entry Shares will be entitled to receive in exchange therefor, and Parent shall forthwith be cancelled. cause the Paying Agent to pay to each such holder by wire transfer of immediately available funds, as promptly as practicable after the Effective Time, but in no event more than five (5) Business Days following, an amount in cash equal to the product of (x) the number of Book-Entry Shares held by such holder that were cancelled at the Effective Time multiplied by (y) the Merger Consideration. (iv) No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Sharesany amount payable. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, or the Merger Consideration is to be paid in a name other than that in which the Certificates or Book-Entry Shares surrendered in exchange therefor are registered in the transfer records of the Company, the Merger Consideration may be issued paid to a transferee if Person other than the Person in whose name the Certificate or the Book-Entry Shares so surrendered is registered in the transfer records of the Company if all appropriate documents reasonably required by the Paying Agent to evidence and effect such transfer (and any Certificate formerly representing such Company Shares is Shares) are presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock share transfer or similar Taxes have been paidpaid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.2, outstanding Certificates for the avoidance of doubt, each Certificate shall be deemed from and at any time after the Effective Time, Time to evidence only the right to receive upon such surrender the Merger Consideration payable in respect thereof pursuant to the provisions of accordance with this Article III. (v) Notwithstanding anything to the contrary in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Company Shares or holder of Performance Share Awards, PSU Awards, RSU Awards or Stock Appreciation Rights or any other Person entitled to any payment hereunder, such amounts as are required to be withheld or deducted under the Code or any provision of U.S. federal, U.S. state, U.S. local or non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Taxing Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of Company Shares or holder of Performance Share Awards, PSU Awards, RSU Awards or Stock Appreciation Rights, in respect of which such deduction and withholding were made.

Payment Procedures. Promptly (and in any event, within 10 Business Daysa) following The Borrower hereby authorizes the Effective Time, Parent and Merger Sub shall cause the Payment Administrative Agent to mail charge the Loan Account with the amount of all principal, interest, fees, expenses and other payments to each holder be made hereunder and under the other Loan Documents. The Administrative Agent may, but shall not be obligated to, discharge the Borrower's payment obligations hereunder by so charging the Loan Account. (b) Each payment by the Borrower on account of record (as principal, interest, fees or expenses hereunder shall be made to the Administrative Agent for the benefit of immediately the Administrative Agent and the Lenders according to the their respective rights thereto. All payments to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M. (New York time) on the Effective Time) due date thereof to the Administrative Agent, for the account of a certificate or certificates the Lenders according to their Pro Rata shares (the “Certificates”except as expressly otherwise provided), which in immediately prior available funds. Any payment after such time shall be deemed made on the next Business Day. Borrower may, at the time of payment, specify to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal Administrative Agent the Obligations to which such payment is to be applied, but the Administrative Agent shall in customary form (which shall specify that delivery shall be effectedall events retain the right to apply such payment in such manner as the Administrative Agent, and risk of loss and title is permitted to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof direct pursuant to the provisions of this Article IIIAgreement. Upon surrender Except for payments which are expressly provided to be made (i) for the account of Certificates for cancellation the Administrative Agent only or (ii) under the settlement provisions of Section 2.3(i), the Administrative Agent shall distribute all payments to the Payment Agent 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 10.3 or otherwise, any amounts so recovered shall promptly be shared by such Lender with the other Lenders according to such other agent or agents as their respective Pro Rata shares. (c) Whenever any payment to be made hereunder shall be stated to be due on a day that is not a Business Day, the payment may be appointed made on the next succeeding Business Day (except as specified in clause (ii) of the definition of Interest Period) and such extension of time shall be included in the computation of the amount of interest due hereunder. (d) At any time that an Event of Default exists or the Administrative Agent receives a payment or Collateral proceeds in an amount that is insufficient to pay all amounts then due and payable to the Administrative Agent and Lenders, all monies to be applied to the Obligations, whether such monies represent voluntary or mandatory payments or prepayments by Parentone or more the Borrower or are received pursuant to demand for payment or realized from any disposition of Collateral and irrespective of any designation by Borrower of the Obligations that are intended to be satisfied, shall be allocated among the Administrative Agent and such of the Lenders as are entitled thereto (and, with respect to monies allocated to Lenders, on a Pro Rata basis unless otherwise provided herein): (i) first, to the Administrative Agent to pay the amount of Extraordinary Expenses that have not been reimbursed to the Administrative Agent by Borrower or Lenders, together with interest accrued thereon at the rate applicable to Revolving Credit Loans that are Base Rate Advances, until Full Payment of all such letter of transmittalObligations; (ii) second, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions Administrative Agent to pay principal and accrued interest on any portion 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 Revolving Credit Loans which the Payment Administrative Agent may impose have advanced on behalf of any Lender and for which the Administrative Agent has not been reimbursed by such Lender or Borrower, until Full Payment of all such Obligations; (iii) third, to effect an orderly exchange thereof BofA to pay the principal and accrued interest on any portion of the Swingline Loans outstanding, to be shared with Lenders that have acquired and paid for a participating interest in accordance with normal exchange practices. Promptly following the Effective Timesuch Swingline Loans, until Full Payment of all such Obligations; (iv) fourth, to the extent consistent with that Issuing Bank has not received from any Participating Lender a payment as required by Section 2.2, to Issuing Bank to pay all such required payments from each Participating Lender, until Full Payment of all such Obligations; (v) fifth, to the Paying Agent’s standard procedures, Parent shall cause the Paying Administrative Agent to issue and deliver pay any Claims that have not been paid pursuant to any indemnity of the Merger Consideration Agent Indemnitees by the Borrower, or to holders of uncertificated Company Shares represented pay amounts owing by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal Lenders to the Paying AgentAgent Indemnitees pursuant to Section 9.6, in each case together with interest accrued thereon at the rate applicable to Revolving Credit Loans that are Base Rate Advances, until Full Payment of all such Obligations; (vi) sixth, to the Administrative Agent to pay any fees due and such Book-Entry Shares shall forthwith be 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 to the holders Administrative Agent, until Full Payment of Certificates all such Obligations; (vii) seventh, to each Lender, ratably, for any Claims that such Lender has paid to the Agent Indemnitees pursuant to its indemnity of the Agent Indemnitees and any Extraordinary Expenses that such Lender has reimbursed to the Administrative Agent or Book-Entry Shares. In such Lender has incurred, to the event extent that such Lender has not been reimbursed by the Borrower therefor, until Full Payment of a transfer all such Obligations; (viii) eighth, to Issuing Bank to pay principal and interest with respect to LC Obligations (or to the extent any of ownership the LC Obligations are contingent and an Event of Company Shares that is not registered Default then exists, deposited in the transfer records Cash Collateral Account to Cash Collateralize the LC Obligations), which payment shall be shared with the Participating Lenders in accordance with Section 2.2, until Full Payment of all such Obligations; (ix) ninth, to Lenders in payment of the Companyunpaid principal and accrued interest in respect of the Loans and other Obligations (excluding Banking Relationship Indebtedness) then outstanding, in such order of application as shall be designated by the Administrative Agent (acting at the direction or with the consent of the Required Lenders), until Full Payment of all such Obligations; and (x) tenth, to BofA or any Lender or any Affiliate of BofA or of any Lender in payment of any Banking Relationship Indebtedness owed to such Person and secured by the Collateral hereunder, until Full Payment of all such Obligations. The allocations set forth in this Section 2.9(d) are solely to determine the rights and priorities of the Administrative Agent and Lenders as among themselves and may be changed by the Administrative Agent and Lenders without notice to or the consent or approval of the Borrower or any other Person. (e) The Administrative Agent shall not be liable for any allocation or distribution of payments made by it in good faith and, if any such allocation or distribution is subsequently determined to have been made in error, the Merger Consideration may be issued sole recourse of any Lender to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates which payment was due but not made shall be deemed to recover from the other Lenders any payment in excess of the amount to which such other Lenders are determined to be entitled (and after the Effective Time, such other Lenders hereby agree to evidence only return to such Lender any such erroneous payments received by them). (f) The Borrower irrevocably waives the right to receive direct the Merger Consideration payable application of any payments or Collateral proceeds, and agrees that the Administrative Agent shall have the continuing, exclusive right to apply and reapply same against the Obligations, in respect thereof pursuant to such manner as the Administrative Agent deems advisable, notwithstanding any entry by the Administrative Agent in its records; provided, however, that any payments or proceeds of Collateral received by the Administrative Agent on any date that an Event of Default does not exist shall be applied in accordance with any provisions of this Article IIIAgreement that govern the application of such payment or proceeds. If, as a result of the Administrative Agent's receipt of Payment Items or proceeds of Collateral, a credit balance exists, the balance shall not accrue interest in favor of the Borrower and shall be made available to the Borrower as long as no Default or Event of Default exists.

Payment Procedures. Promptly (a) Parent or Merger Sub shall deposit the Merger Consideration with such bank or trust company identified by Parent and in any eventCompany (the “Disbursing Agent”) upon the Closing before the Effective Time by wire transfer of immediately available funds according to wire instructions supplied by the Disbursing Agent to Parent (such excess, within 10 Business Daysthe “Payment Fund”). (b) following Within one business day after the Effective Time, Parent and Merger Sub shall cause will instruct the Payment Disbursing Agent to mail pay by check or, in some cases, wire transfer of same day funds, to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (Securityholder such Company Securityholder’s portion thereof under Section 2.2.2 other than Dissenting the portion of the Merger Consideration to be deposited with the Escrow Agent; provided, that, as a condition to receipt of its portion of the Merger Consideration, each Company Shares) (i) Securityholder shall comply with the provisions set forth in a letter of transmittal (the “Letter of Transmittal”) delivered to each Company Securityholder by the Disbursing Agent, including, at the request of Surviving Company, delivery of Certificates representing all of the Company Shares (as defined in customary form Section 3.1.2(a)) held by such Company Securityholder (which Certificate will then be canceled). (If any Certificate has been lost, stolen, or destroyed, upon the making of an affidavit of that fact by the person claiming such document to be lost, stolen, or destroyed and, if required by the Disbursing Agent, the payment of any bond premiums, the Disbursing Agent will issue the applicable payment to which the Company Securityholder is entitled.) Parent shall specify direct the Disbursing Agent to make available to each Company Securityholder the form of Letter of Transmittal promptly after the Closing Date. (c) Any portion of the Payment Fund (including the proceeds of any investments thereof) that delivery shall remains undistributed for 12 months after the Effective Time may be effecteddelivered to Surviving Company upon its demand, and risk any Company Securityholder who has not theretofore exchanged such Company Securityholder’s Company Shares in accordance with this Section 2.2.3 and the instructions set forth in the Letter of loss and title Transmittal will thereafter look only to the Certificates shall passSurviving Company or its agent (subject to abandoned property, escheat, or other similar laws) only upon delivery as a general creditor of the Certificates to the Payment Agent) and (ii) instructions Surviving Company for use in effecting the surrender payment of the Certificates in exchange for its portion of the Merger Consideration payable without interest deliverable in respect thereof of each Company Share such Company Securityholder holds upon due surrender of such Company Securityholder’s Certificates and as determined pursuant to the provisions this Agreement. None of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter Surviving Company, or the Disbursing Agent will be liable for any portion of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof delivered to a public official pursuant to the provisions of this Article IIIany applicable abandoned property, 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 escheat, or other similar law. (d) At the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest Register shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence closed and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, there shall be no further registration of transfers of Company Shares that were outstanding on the records of Company immediately before the Effective Time. From and after the Effective Time, the Company Securityholders immediately before the Effective Time shall cease to evidence only have any rights with respect to such Company Shares (other than the right to receive the Merger Consideration payable attributable to such Company Shares (as defined in respect thereof pursuant Section 3.1.2(a)), except as otherwise provided herein or by Law. At or after the Effective Time, any Certificates presented to the provisions Disbursing Agent or Surviving Company for any reason shall be cancelled and at the request of this Article IIISurviving Company surrendered.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately At or prior to the Effective TimeClosing, Parent will deposit (or cause to be deposited) with the Company, by wire transfer of immediately available funds, or otherwise ensure that the Company has available to it, the aggregate amounts to be paid to holders of Vested In-the-Money Company Options pursuant to Section 2.2(a)(i) and to holders of Vested Company RSUs pursuant to Section 2.2(b)(i). The applicable holders of Vested In-the-Money Company Options and Vested Company RSUs will receive a certificate payment from the Surviving Corporation, through its payroll system or certificates (the “Certificates”payroll provider, of all amounts required to be paid to such holders in respect of Vested In-the-Money Company Options and Vested Company RSUs that are cancelled and converted pursuant to Section 2.2(a) or Section 2.2(b)(i), which immediately not later than the next regularly scheduled payroll date that is at least five (5) Business Days following the Closing Date. Notwithstanding the foregoing, if any payment owed to a holder of Vested In-the-Money Company Options or Vested Company RSUs pursuant to Section 2.2(a) or Section 2.2(b)(i) is to be made to a Person not subject to withholding and otherwise not required to be paid through Company’s or the Surviving Corporation’s payroll processes, then the Company shall use its commercially reasonable efforts to contact such Persons prior to Closing to obtain such Persons’ wire instructions and/or mailing addresses, and the Surviving Corporation will, (i) if such holder has delivered wire instructions to the Company prior to the Effective Time represented outstanding Company Shares Closing for purposes of such payment, wire such payment to such holder, or (other than Dissenting Company Sharesii) if no such wire instructions are delivered pursuant to the immediately preceding clause (i) and such holder has delivered to the Company such holder’s mailing address prior to the Closing for purposes of such payment, issue and mail a letter of transmittal in customary form check for such payment to such holder (which shall specify that delivery shall check will be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or sent by overnight courier to such other agent or agents as may be appointed by Parentholder), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this 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 each case promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry Closing Date (the “Book-Entry Shares”but in no event more than five (5) (either directly or through the Depository Trust CompanyBusiness Days thereafter), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article III.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 three (3) Business Days) following the Effective Time), Parent and Merger Sub the Surviving Company shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Excluded Company Shares) of a certificate one or more certificates (the “Certificates”), which that immediately prior to the Effective Time represented issued and outstanding Company Shares (other than Dissenting Excluded Company Shares) (the “Certificates” (if any)) (i) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) Agent (or affidavit and indemnity of loss in lieu of such certificate as provided for in Section ‎2.11)), and (ii) instructions for use in effecting the surrender of the Certificates (or such affidavit of loss) in exchange for the Merger Consideration applicable Per Share Price payable in with respect thereof to the Company Shares formerly represented thereby pursuant to the provisions of this Article IIISection ‎2.7. Upon surrender of Certificates (or such affidavit of loss) for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor the Merger Consideration payable an amount in respect thereof pursuant cash equal to the provisions product obtained by multiplying (x) the aggregate number of this Article IIICompany Shares represented by such Certificates by (y) the applicable Per Share Price, and the Certificates so surrendered shall (or the subject of an affidavit of loss so provided) will forthwith be canceledcancelled. 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, Notwithstanding anything to the extent consistent with the Paying Agent’s standard procedurescontrary in this Agreement, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders no record holder of uncertificated Company Shares represented by book-entry (other than Excluded Company Shares) (the “Book-Entry Uncertificated Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being will be required to deliver a Certificate or any an executed letter of transmittal to the Paying AgentPayment 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 Company Shares represented by such holder’s transferred Uncertificated Shares by (2) the applicable Per Share Price, and such Book-Entry the transferred Uncertificated Shares shall forthwith will be cancelled. 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 applicable Per Share Price payable to upon the holders surrender of such Certificates or Book-Entry Shares. In the event of a and transfer of ownership of Company Uncertificated Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued pursuant to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section ‎2.9(c). Until so surrenderedsurrendered or transferred, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration applicable Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection ‎2.7.

Payment Procedures. (i) Promptly (and in any event, within 10 Business Days) following the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail or otherwise disseminate (or in the case of the Depositary Trust Company, deliver) to each holder of record (other than holders of Excluded Shares), as of immediately prior to the Effective Time, of (A) of a certificate or certificates (the “Certificates”), ) which immediately prior to the Effective Time represented outstanding Company Shares and (other than Dissenting B) uncertificated Company Shares (the “Uncertificated Shares) ”), in each case, whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.7 (ix) a letter of transmittal in customary form for a Cayman Islands incorporated company (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Paying Agent) and ), and/or (iiy) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof as provided in Section 2.11) for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be customarily required by the Paying Agent, 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) (less any applicable withholding Taxes payable pursuant to Section 2.8(e) in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange for the cancellation of such Uncertificated Shares an amount in cash equal to the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii) (less any applicable withholding Taxes payable pursuant to Section 2.8(e) in respect thereof), and the Uncertificated Shares shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII. (ii) 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 at the Effective Time 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 (y) the Per ADS Merger Consideration; and (B) the Depositary will distribute the Per ADS Merger Consideration to ADS holders pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares) upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, each holder of ADSs will pay any applicable fees, charges and expenses of the Depositary (including any ADS cancellation or termination fee payable in accordance with the Deposit Agreement) and government charges (other than withholding Taxes pursuant to Section 2.8(e), if any) due to or incurred by the Depositary in connection with distribution of the Per ADS Merger Consideration to ADS holders. No interest shall be paid or accrued for the benefit of holders of the Certificates, Uncertificated Shares or ADSs on the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, payable in respect thereof pursuant to this Section 2.8.

Payment Procedures. Promptly following the Closing (and in any event, event within 10 three (3) Business Days) Days following the Effective TimeClosing), Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented issued and outstanding shares of Company Shares Common Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (ithe “Certificates”) and (ii) uncertificated shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates and Uncertificated Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IIISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor the Merger Consideration payable an amount in respect thereof pursuant cash equal to the provisions product obtained by multiplying (x) the aggregate number of this Article IIIshares of Company Common Stock represented by such Certificate; by (y) the Per Share Price (subject to Section 2.13), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (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 shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal customary exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.10(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event, within 10 event not later than the fifth Business Days) Day following the Effective TimeClosing Date, Parent and Merger Sub the Paying Agent shall cause the Payment Agent to mail mail, to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 3.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof pursuant to Section 3.2(f)) to the Payment Agent) Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof pursuant to Section 3.2(f)) or Book-Entry Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the holders Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration payable product of (x) the number of Shares formerly represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in respect lieu thereof pursuant to Section 3.2(f)) or Book-Entry Shares and (y) the provisions of this Article IIIMerger Consideration, and the Certificates Certificate so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable to the holders upon due surrender of Certificates (or Book-Entry Shares. In the event effective affidavits of a transfer of ownership of Company Shares that is not registered loss in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 lieu thereof pursuant to the provisions of this Article III.Section 3.2(f))

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 two Business Days) following the Effective Time), Parent and Merger Sub shall the Surviving Company will cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective TimeTime (other than Dissenting Company Shares or Owned Company Shares) of (i) a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding Company Common Shares (other than Dissenting Company Shares or Owned Company Shares) (ithe “Certificates” (if any)); and (ii) uncertificated Company Common Shares that represented outstanding Company Common Shares (other than Dissenting Company Shares or Owned Company Shares) (the “Uncertificated Shares”) (A) in the case of Certificates and Uncertificated Shares not held through DTC, a letter of transmittal in customary such form as Parent, the Surviving Company and the Paying Agent reasonably agree (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery receipt of the Certificates to by the Payment Paying Agent) ); and (iiB) in the case of Certificates and Uncertificated Shares not held through DTC, instructions for use in effecting the surrender of the Certificates and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 2.7(a)(ii). Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration product obtained by multiplying (x) the aggregate number of Company Common Shares represented by such Certificate; by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. Upon receipt by the Paying Agent of a letter of transmittal in respect of Uncertificated Shares not held through DTC, duly completed and validly executed in accordance with the instructions thereto, the holder of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Common Shares represented by such holder’s transferred Uncertificated Shares; by (y) the Per Share Price (less any Taxes required to be withheld pursuant to Section 2.12), and the transferred Uncertificated Shares so surrendered will be cancelled. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares held through DTC, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of Company Common Shares represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Paying Agent shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.9(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7(a)(ii). Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIIUncertificated Shares held through DTC will be required to provide a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7(a)(ii).

Payment Procedures. Promptly (a) At least five (5) Business Days prior to the Closing Date the Sellers and the Company shall prepare in good faith and deliver to the Acquirer a Spreadsheet dated as of the Closing (the “Closing Spreadsheet” or “Spreadsheet”), setting forth (together with any other information required to be included), as of the Closing Date: (i) any Leakage (and in any eventPermitted Leakage) made or expected to be made from the Locked Box Date until the Closing; (ii) calculation of the Closing Payment; (iii) the capitalization table of the Company, within 10 Business Days) following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective TimeClosing; (iv) the amount in cash and any Stock Consideration (if applicable) to be paid to each Seller at the Closing and wiring instructions with respect to each Seller; and (v) the amount to be paid for the purchase of the Outstanding Loan. (vi) The Founders’ Bonus, to the extent paid. (b) The Closing Spreadsheet shall include reasonable detail as to the calculations set forth therein. For the purpose of allowing the Acquirer to review the Closing Spreadsheet, the Sellers and the Company shall make available to the Acquirer reasonable access to the books, records and relevant employees of the Company and the auditors of the Company (including their working papers). (c) On the Closing, Acquirer shall (i) deposit the Closing Payment, with a certificate reputable Israeli company providing paying agent services whose identity is agreed by the Acquirer and the Company or certificates such other bank or trust company as mutually reasonably agreed by Acquirer and Company (the “CertificatesPaying Agent”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this 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 instruct the Paying Agent to issue and (A) pay by wire transfer of same-day funds (net of any withholding amounts pursuant to Article 1, if applicable) the amount of cash to which each applicable Seller is entitled pursuant to the Closing Spreadsheet; and/or (B) deliver the Merger to each applicable Seller such portion of Stock Consideration to holders of uncertificated Company Shares represented (if required by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, after receipt of evidence of payment of applicable Israeli Taxes or receipt of a Qualified Tax Withholding Certificate) pursuant to the Closing Spreadsheet; in each case after such Seller submits a Shareholder Letter of Transmittal and all Certificates (or an affidavit of loss in respect of such Book-Entry Shares shall forthwith Certificates pursuant to Section 2.2(g)) to the Paying Agent or to the Acquirer. For avoidance of doubt, the Paying Agent will not be cancelled. No interest shall be paid required to pay any amount of cash or accrued for the benefit transfer and deliver any part of holders of the Certificates or Book-Entry Shares on the Merger Stock Consideration (if any) payable to the holders applicable Seller unless such Seller has submitted a Shareholder Letter of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIITransmittal.

Payment Procedures. Promptly (and in any event, within 10 Business Days) following the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to the holders of this Section 2.6. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 three Business Days) following the Effective Time), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail (or in the case of the Depository Trust Company, deliver) to each holder of record (as of immediately prior to the Effective Time) of Company Shares, including Company Shares which immediately prior to the Effective Time were (i) represented by a certificate or certificates (the “Certificates”)) and (ii) not represented by a certificate or certificates (the “Uncertificated Shares”) which were cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 3.1, which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Payment Paying Agent) and ), and/or (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of Certificates for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, 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 3.1(b) (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall forthwith be canceled. Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares have been canceled, the holders of such Uncertificated Shares shall be entitled to 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 3.1(b) (less any applicable withholding Taxes payable in respect thereof). The Payment Paying Agent shall accept such Certificates and such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and the cancellation of such Uncertificated Shares on the Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 3.2. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article III. Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (x) the Paying Agent will transmit to the Depositary promptly following the Effective Time an amount in cash in immediately available funds equal to the product of (1) the number of ADSs issued and outstanding immediately prior to the Effective Time and (2) the Per ADS Merger Consideration and (y) the Depositary will distribute the Per ADS Merger Consideration to ADS holders pro rata to their holdings of ADSs upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding Taxes if any) due to or incurred by the Depositary in connection with the cancellation of the ADSs surrendered and distribution of the Per ADS Merger Consideration to ADS holders. No interest will be paid or accrued on any amount payable in respect of the ADSs.

Payment Procedures. Promptly (i) With respect to any certificate which immediately prior to the Effective Time represented outstanding Company Shares (the “Certificates”), Parent and in any eventthe Surviving Corporation shall cause the Paying Agent to mail, within 10 Business Days) promptly following the Effective TimeTime (but in no event later than the fifth (5th) Business Day thereafter), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates such Certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title reasonably satisfactory to the Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) Company and Parent and (iiB) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, Parent shall cause the holders of such Certificates shall be entitled Paying Agent to receive in exchange therefor pay and deliver as promptly as practicable after the Effective Time the Merger Consideration payable in respect thereof for each Company Share represented by such Certificate pursuant to the provisions of this Article IIISection 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-certificated Company Shares represented in book-entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent to pay and deliver the Merger Consideration payable therefor (less any applicable withholding Tax pursuant to Section 2.8(e)), in each 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 Payment 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 Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Excluded Shares or Dissenting Company Shares) shall be deemed deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration 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 IIIII.

Payment Procedures. Promptly following the Effective Time (and in any event, event within 10 five (5) Business Days) following the Effective Time), Parent and Merger Sub shall the Surviving Corporation will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which that immediately prior to the Effective Time represented outstanding Company Shares (other than Dissenting Company Shares and Owned Company Shares) (ithe “Certificates”): (A) a letter of transmittal in customary form (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Payment Agent) ); and (iiB) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IIISection 1.7. Upon surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentAgent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall will be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration product obtained by multiplying (x) the aggregate number of Shares represented by such Certificate by (y) the Per Share Price (less any applicable withholding Taxes payable in respect thereof pursuant to the provisions of this Article IIIthereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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) in the case of a book-entry transfer of uncertificated Shares that represented outstanding Shares (“Uncertificated Shares”), the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (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 shall will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect cause an orderly exchange thereof in accordance with normal exchange practices. Promptly following the Effective Time, to the extent consistent with the Paying Agent’s standard procedures, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall 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 upon the surrender of such Certificates and Uncertificated Shares pursuant to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paidthis Section 1.10(c). Until so surrendered, outstanding Certificates shall and Uncertificated Shares will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 1.7. No holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the provisions of this Article IIIPayment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 1.7.

Payment Procedures. Promptly (a) If any Milestone is achieved, then Parent shall deliver to the Rights Agent on or before March 31, 2023, (i) a notice (the “Milestone Payment Notice”) indicating the Milestone(s) achieved and an Officer’s Certificate certifying the date of the applicable achievements, (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 (the “Milestone Cash”) and (iii) any letter of instruction reasonably required by the Rights Agent (“Required LOI”), solely to the extent such requirement has been communicated to Parent by the Rights Agent. (b) Upon receipt of the Milestone Payment Notice, the Milestone Cash and, as applicable, any Required ▇▇▇▇, the Rights Agent shall promptly (and in any eventevent within ten (10) Business Days of such receipt) (i) send each Holder at its registered address a copy of such Milestone Payment Notice and (ii) pay the Milestone Payment Amount owed to each Holder in accordance with the corresponding Required LOI and, within 10 Business Daysexcept as would be inconsistent with such LOI, (A) following with respect to any such Holder that is due an amount in excess of $100,000 in the Effective Timeaggregate and who has provided to the Rights Agent wiring instructions in writing as of the close of business on the date the Milestone Payment Notice is received by the Rights Agent, by wire transfer of immediately available funds to the account specified on such instructions; and (B) with respect to all other such Holders, by check mailed to the address of such Holder reflected in the CVR Register as of 5:00 p.m. Eastern Time on the date the Milestone Payment Notice is received by the Rights Agent. (c) Parent shall be entitled to deduct or withhold, or cause the Rights Agent to deduct or withhold, from any payments made pursuant to this Agreement such amounts as are required to be deducted or withheld therefrom under the Code, the U.S. Treasury Regulations thereunder, or any other applicable Law, as may be reasonably determined by Parent and communicated to the Rights Agent in writing. 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 use commercially reasonable efforts to solicit from such Holder an IRS Form W-9 or an applicable IRS Form W-8 or other applicable Tax form no fewer than ten (10) Business Days prior to the applicable payment date. 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 Sub Agreement as having been paid to the Holder to whom such amounts would otherwise have been paid, and, to the extent required by applicable Law, Parent shall deliver (or shall cause the Payment Rights Agent to mail deliver) to each holder the Holder to whom such amounts would otherwise have been paid an IRS Form 1099, an IRS Form W-2 or other reasonably acceptable evidence of record such withholding. To the extent such amounts are so deducted or withheld, 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. (d) Any portion of the Milestone Cash (including all interest and other income earned with respect thereto) that remains undistributed to the Holders on the date that is twelve (12) months after the date of the applicable Milestone Payment Notice shall be delivered by the Rights Agent to Parent upon Parent’s demand and, thereafter, such Holders shall look to Parent or the Surviving Corporation as general creditors thereof for any claim to the applicable Milestone Payment Amounts to which such Holder may be entitled hereunder. (e) Neither Parent, the Rights Agent nor any of their Affiliates shall be liable to any Holder for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or other similar Law. If, despite 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 as of immediately prior to the Effective Time) date on which such Milestone Payment Amount would otherwise escheat to or become property of a certificate or certificates (the “Certificates”)any Governmental Body, which immediately prior such Milestone Payment Amount shall become, to the Effective Time represented outstanding Company Shares extent permitted by applicable Laws, the property of Parent or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (other than Dissenting Company Sharesf) Except to the extent any portion of any Milestone Payment Amount is required to be treated as imputed interest pursuant to applicable Law, the parties hereto intend to treat (i) a letter any Milestone Payment Amounts in respect of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title CVRs received with respect to the Certificates shall pass, only upon delivery of the Certificates Shares pursuant to the Payment Agent) Offer or the Merger as amounts received from the disposition of a capital asset, assuming that the Shares were held as capital assets for income Tax purposes, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration payable Milestone Payment Amounts paid in respect thereof of each CVR that was received with respect to Covered Equity Awards pursuant to the provisions Merger Agreement (with respect to clause (ii), the “Covered Milestone Payments”), for all U.S. federal and applicable state and local income Tax purposes, as wages in the year in which the Milestone Payment Amount is paid. Notwithstanding the foregoing, Parent shall, and shall cause the Surviving Corporation to, report imputed interest on the Milestone Payment Amounts in respect of this Article III. Upon surrender of Certificates for cancellation CVRs received with respect to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates shall be entitled to receive in exchange therefor the Merger Consideration payable in respect thereof Shares pursuant to the provisions Merger Agreement pursuant to Section 483 of the Code. (g) Notwithstanding anything in 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, Section 2.4 to the extent consistent with the Paying Agent’s standard procedurescontrary, Parent shall cause the Paying Agent to issue and deliver the Merger Consideration to holders of uncertificated Company Shares represented by book-entry (the “Book-Entry Shares”) (either directly or through the Depository Trust Company), without each holder of Book-Entry Shares being required to deliver a Certificate or any executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall forthwith be cancelled. No interest shall Covered Milestone Payment will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable to the holders of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration may be issued to a transferee if the Certificate representing such Company Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that any applicable stock transfer or similar Taxes have been paid. 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 thereof pursuant to the provisions terms of Section 3.8(b) of the Merger Agreement and will not be delivered by Parent to the Rights Agent, or otherwise paid or payable by Parent or the Rights Agent, under this Article IIIAgreement.