Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 II. 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (i) With respect to any certificate which immediately prior to the Effective Time, and in any event within five Time represented outstanding Company Shares (5) Business Days thereafterthe “Certificates”), Parent and the Surviving Corporation shall cause the Payment Paying Agent to mail mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Paying Agent, as applicable, 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 an amount in cash equal to pay and deliver as promptly as practicable after the product obtained by multiplying (x) Effective Time the aggregate number of Cash Amount payable for each Company Shares Share represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a3.7 (less any applicable withholding Tax pursuant to Section 3.8(e), by (y) the Merger Consideration), and the Certificates so surrendered shall forthwith be canceled. Each Non. (ii) With respect to non-Employee Option Holder and Noncertificated Company Shares represented in book-Employee RSU Award Holder who provides entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent a completed to pay and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award deliver the consideration Cash Amount payable in respect thereof therefor (less any applicable withholding Tax pursuant to Section 3.8(e)), in each case promptly following the provisions of this Article II. Upon Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) (but in no event later than the case of a book-entry transfer fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the holders extent applicable or required, any notice with respect to the effectiveness of such the Merger and any instructions for surrendering Uncertificated Shares shall be entitled and (B) establish procedures with the Paying Agent and DTC to receive in exchange therefor an amount in cash equal ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the product obtained by multiplying (x) the aggregate number Effective Time, upon surrender of Company Shares represented held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Cash Amount payable for each such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration Share pursuant to Section 2.7(a), by 3.7. (yiii) the Merger Consideration, and the transferred Uncertificated Shares so surrendered 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shallshall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 3.8(e), payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation Merger Sub 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 (other than Dissenting Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, Agent or to such other agent or agents as applicablemay 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 product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but in no event later than (x) two Business Days following the Effective Time, Time with respect to Cede & Co. and in any event within (y) five (5) Business Days thereafterfollowing the Effective Time with respect to all other holders), Parent and will instruct 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 (ii) non-certificated Company whose Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)3.1, (A) a form of letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and shall be in such form and have such other provisions as Parent may reasonably specify that are consistent with the terms of this Agreement), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Entry Shares, and such other documents as may customarily be required by the holders Paying Agent, the holder of such Uncertificated Certificates or Book-Entry Shares shall be entitled to receive promptly in exchange therefor an amount (subject to any applicable withholding Tax as specified in cash Section 3.2(b)(iii)) equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book- Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), multiplied by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated 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 practicesshall be cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the surrender of such Certificates and Uncertificated or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, any amounts payable upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to evidence and effect such transfer and to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.2, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing each Certificate or Book-Entry Share shall be deemed at any Dissenting Company Shares) shall, from and time after the Effective Time, evidence Time to represent only the right to receive upon such surrender and in accordance with the terms hereof the Merger ConsiderationConsideration as contemplated by this Article III. Notwithstanding anything to the contrary contained in this Agreement, without interest thereonany holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the amount of the aggregate Merger Consideration that such holder is entitled to receive pursuant to this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, each of Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold, or cause the Paying Agent to deduct or withhold, from the consideration otherwise payable under this Agreement to any holder of Shares, Restricted Stock Units or Company Stock Options such amounts as are required to be withheld or deducted under the Code or any applicable provision of U.S. state, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, Restricted Stock Units or Company Stock Options in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding were made.

Payment Procedures. Promptly following (a) The Borrower hereby authorizes the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation 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 (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 II. 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders the Agent and the Lenders according to the their respective rights thereto. All payments to be made by the Borrower hereunder and under the Notes, whether on account of principal, interest, fees or otherwise, shall be made without setoff, deduction or counterclaim and shall be made prior to 2:00 P.M. (New York time) on the due date thereof to the Agent, for the account of the Certificates and Uncertificated Lenders according to their Pro Rata Shares (except as expressly otherwise provided), at the Agent's Payment Account in immediately available funds. Except for payments which are expressly provided to be made (i) for the account of the Agent only or (ii) under the settlement provisions of Section 2.3(i), the Agent shall distribute all payments to the Lenders on the Merger Consideration payable upon Business Day following receipt in like funds as received. Notwithstanding anything to the surrender contrary contained in this Agreement, if a Lender exercises its right of setoff under Section 11.3 or otherwise, any amounts so recovered shall promptly be shared by such Certificates and Uncertificated Lender with the other Lenders according to their respective Pro Rata Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares . (other than Certificates and Uncertificated Shares representing any Dissenting Company Sharesc) shallThe Agent shall apply all amounts received by it on account of the Obligations from the Borrower, from the Blocked Account Banks or from any other source first, to fees, costs and after the Effective Timeexpenses, evidence only the right second, to receive the Merger Considerationinterest and third, without interest thereon, payable in respect thereof pursuant to the provisions principal amount of this Article IIthe 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 day that is not 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 computation of the amount of interest due hereunder.

Payment Procedures. Promptly following (i) As promptly as practicable after the Effective Time, and Time (but in any no event within five (5) more than three Business Days thereafter), Parent and 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 Share Certificate (other than a Share Certificate representing (A) of Canceled Shares or (iB) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Appraisal Shares, and which shall be treated in accordance with Section 2.06) (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ax) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to such Share Certificate shall pass, only upon delivery of such Share Certificate (or affidavits in customary form reasonably satisfactory lieu thereof in accordance with Section 2.02(d)) to the Company 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 (By) instructions for use in effecting the surrender of such Share Certificate to the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares 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 II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) Share Certificate the aggregate number of Company Shares represented by Merger Consideration that such Certificate that were converted into holder has the right to receive the Merger Consideration pursuant to Section 2.7(athis Agreement (in each case, with respect to the shares of Company Common Stock formerly represented by such Share Certificate), by (y) the Merger Consideration, and the Share 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-8BENUntil surrendered as contemplated by this Section 2.02, as applicable, each Share Certificate shall be entitled deemed at any time after the Effective Time to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 represent only the right to receive the Merger Consideration pursuant to Section 2.7(a), as contemplated by (y) the Merger Consideration, 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 practicesthis Article II. No interest shall be paid or accrued for accrue on any cash payable pursuant to this Section 2.02. (iii) (A) The Persons who were, at the benefit of Effective Time, holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Book-Entry Shares (other than Certificates and Uncertificated (i) Canceled Shares representing 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 Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right other action to receive the Merger Consideration, without interest thereon, payable in respect thereof 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 provisions Paying Agent for holders of this Article IIBook-Entry Shares.

Payment Procedures. Promptly following (i) As soon as possible after the Effective Time, Time (and in any event within five three (53) Business Days thereafter), Parent and 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 Certificate or certificates (the “Certificates”) which Certificates that immediately prior to the Effective Time represented outstanding shares of Company Stock (other than Excluded Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in customary lieu thereof) to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree), (B) a draft of the declaration, in a form reasonably satisfactory agreed by the Parties, in which the beneficial owner of Company Stock provides certain declarations and information necessary for Parent to determine, reasonably and in good faith, the Tax amounts (if any) which need to be withheld from the consideration payable to such beneficial owner pursuant to the Company and Parent terms of the Ordinance, the Code, or any provision of state, local, Israeli or foreign Law (a “Tax Declaration”), and (BC) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect to which the holder thereof pursuant to the provisions of this Article IIis entitled. Upon surrender of Certificates for cancellation any Certificate (or affidavit of loss in lieu thereof) to the Payment Paying Agent, as applicable, 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 cash immediately available funds equal to the product obtained by multiplying (x) the aggregate number of shares of Company Shares Stock represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.08(h)), and the Certificate so surrendered shall forthwith be cancelled. In the event of a transfer of ownership of shares of Company Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.08. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall deliver to the Paying Agent the Tax Declaration, but shall not be required to deliver a Certificate or an executed letter of transmittal to receive the Per Share Merger Consideration that such 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 pursuant to Section 2.7(a), shall upon receipt by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent in customary form (or such other documentation or evidence, if any, of transfer as the Payment 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(a), by (y) the Merger Considerationreceive, and Parent shall cause the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates to pay and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions deliver as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and promptly as reasonably practicable after the Effective Time, evidence only the right to receive the Per Share Merger Consideration, without interest thereon, payable Consideration 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 IIsuch holder shall forthwith be cancelled.

Payment Procedures. Promptly (a) If a Distribution Triggering Monetization Event occurs, then no later than the later of (i) the date upon which the financial information with respect to the CVR Asset Pool for the calendar quarter immediately preceding the calendar quarter in which such Distribution Triggering Monetization Event occurs is required to be provided to the CVR Agent pursuant to Section 4.3(a) and (ii) the date that is thirty (30) days following such Distribution Triggering Monetization Event, the Company shall deliver to the CVR Agent and the CVR Agent shall, pursuant to the confidential, password-protected website that shall be established and administered by the CVR Agent pursuant to Section 4.3(b) make available a certificate with the calculation of Adjusted EBITDA for the Measurement Period for all Hotel Properties in the CVR Asset Pool individually and in the aggregate, and individually for any Hotel Property that was sold prior to such Distribution Triggering Monetization Event in a sale that qualified or did not qualify as a Qualifying CVR Asset Pool Sale, the corresponding Adjusted EBITDA Threshold for each such Hotel Property, and the Company’s calculation of the Net Proceeds from CVR Asset Pool, the Total CVR Pool Amount (if different from the Net Proceeds from CVR Asset Pool) and the Total Distributable Amount with respect to such Distribution Triggering Monetization Event (the “Calculation Certificate”), which such Calculation Certificate and the information contained therein shall be deemed to be Confidential Information pursuant to this Agreement and subject to the terms and provisions of Section 4.3(b) hereof. The Company shall Make Available notice of the fact that such Calculation Certificate has been made available on such confidential website. If such Distribution Triggering Monetization Event is the consummation of the direct or indirect sale of All or Substantially All of the Assets and not all of the assets included in the CVR Asset Pool have been sold or the consideration payable in such Distribution Triggering Monetization Event could result in all or any portion of a Holdback Amount becoming payable in accordance with Section 2.4(d)(iii), the Calculation Certificate shall also so indicate and state that the Holders may be entitled to receive an additional cash payment with respect to the remaining assets in the CVR Asset Pool that were not sold in such Distribution Triggering Monetization Event or the Holdback Amount. If an Independent Valuer is appointed pursuant to Section 2.4(e), then on or prior to the twenty-fifth (25th) Business Day prior to the Final Payment Date, the Company will deliver a Calculation Certificate (which Calculation Certificate shall also include the Value calculated in accordance with Section 2.4(b)(ii)(B) and information regarding any elections made by the Company pursuant to Section 2.4(d)(vi)) to the CVR Agent and make available such Calculation Certificate in accordance with the first sentence of this Section 2.5(a). (b) Subject to Section 2.5(d), during the twenty (20) Business Day period after the Calculation Certificate is made available to Holders in accordance with Section 2.5(a) (the “Objection Period”), the Majority of Holders may send a notice duly and validly executed by such Holders (the “Notice of Objection”) to the CVR Agent and the Company detailing their objection to any calculation of a Total Distributable Amount hereunder as set forth in the Calculation Certificate by providing a reasonable, good faith basis for their objection; provided however such objection may not relate to any item determined by the Independent Valuer or Independent Investment Banker. Following the receipt of a Notice of Objection, the Company shall permit, and shall cause its Subsidiaries to permit, the Independent Accountant to have access to the records of the Company or its Subsidiaries as may be reasonably necessary to investigate the basis for the Notice of Objection. Any dispute arising from a Notice of Objection will be resolved by the Independent Accountant in accordance with the procedure set forth in Section 2.6, which decision will be final, conclusive and binding on the parties hereto and every Holder (absent manifest error). If a Notice of Objection has not been delivered to the Company within the Objection Period, then the Company’s calculations in the Calculation Certificate will be final, conclusive and binding on the parties hereto and every Holder for all purposes of this Agreement. (c) If, following the Effective Timedelivery of a Calculation Certificate and the Objection Period or, if applicable, completion of the procedure set forth in Section 2.6(a) with respect to a Distribution Triggering Monetization Event or the Final Payment Date Distribution (with respect to which an Independent Valuer has been appointed pursuant to Section 2.4(e)) for which a Notice of Objection has been duly and validly executed by the Majority of Holders and timely delivered to the CVR Agent, there is a Total Distributable Amount distributable to the Holders with respect to such Distribution Triggering Monetization Event or Final Payment Date Distribution, the Company will deposit with the CVR Agent cash in any event within an amount equal to the Total Distributable Amount with respect to such Distribution Triggering Monetization Event or Final Payment Date. On the date (a “CVR Payment Date”) that is not more than five (5) Business Days thereafterafter receipt of such Total Distributable Amount (and which shall, Parent and if with respect to a distribution with respect to the Surviving Corporation shall cause Final Payment Date, be the Final Payment Date), the CVR Agent to mail will then pay to each holder Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount by check mailed to the address of record (each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (d) If a Final Payment Date Distribution is payable to the Holders on the Final Payment Date pursuant to Section 2.4(g) and no Independent Valuer has been appointed pursuant to Section 2.4(e), the Company will, on the fifth (5th) Business Day prior to the Effective Time) of (i) a certificate or certificates (Final Payment Date, deposit with the “Certificates”) which immediately prior CVR Agent cash in an amount equal to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (Total Distributable Amount to be distributed on the “Uncertificated Shares”), in each case, whose shares were converted into the Final Payment Date. Holders shall have no right to receive object to the Merger Consideration calculation of this amount pursuant to Section 2.7(a2.5(b) or otherwise. On the Final Payment Date, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount either by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company, with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (e) If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and all of the consideration received in respect of the applicable Holdback Amount was cash, the Company will, within ten (10) Business Days after receipt of the cash consideration in respect of the applicable Holdback Amount, deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. If a Holdback Payment Distribution is payable to the Holders at any time pursuant to Section 2.4(d)(vi)(B) and some or all of the consideration received in respect of the applicable Holdback Amount was non-cash consideration, the Company will, within ten (10) Business Days after the final determination by the Independent Investment Banker of the Value of such non-cash consideration portion of the Holdback Amount in accordance with Section 2.4(f)(ii), deposit with the CVR Agent cash in an amount equal to the Total Distributable Amount with respect to such Holdback Payment Distribution. In the case of either of the preceding two sentences of this Section 2.5(e), on the date (Aa “Holdback Payment Distribution Payment Date”) a letter that is not more than five (5) Business Days after receipt of transmittal such Total Distributable Amount, the CVR Agent will then pay to each Holder an amount equal to such Holder’s Pro Rata Payment Amount with respect to such Total Distributable Amount in customary form reasonably satisfactory respect of such Holdback Payment Distribution by check mailed to the address of each such respective Holder as reflected in the CVR Register, or, if agreed to by the Company with respect to any Holder who has provided the CVR Agent with wire transfer instructions meeting the CVR Agent’s requirements, by wire transfer of immediately available funds to such account. (f) The Company and the CVR Agent will be entitled to deduct and withhold, or cause to be deducted or withheld, from the Total Distributable Amount or any other amount payable to the Holders pursuant to this Agreement, such amount as the Company or the CVR Agent is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or non-U.S. Tax law. The Holders will deliver to the Company and Parent and (B) instructions for use in effecting and/or 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 II. Upon surrender of Certificates for cancellation to the Payment CVR Agent, as applicable, together with at the time or times reasonably requested by the Company and/or the CVR Agent, as applicable, such letter of transmittal, duly properly completed and validly executed in accordance documentation reasonably requested by the Company and/or the CVR Agent, as applicable, as will permit the Company and/or the CVR Agent to determine the appropriate amount of withholding. To the extent that amounts are so withheld are paid over to or deposited with the instructions theretorelevant Governmental Entity, withheld amounts will be treated for all purposes of this Agreement as having been paid to a Holder in respect of which such deduction and withholding was made. (g) The CVR Agent shall have no duty or obligation to calculate, verify or confirm the accuracy, validity or sufficiency of any Total Distributable Amount or any other amount under this Agreement. (h) The Company’s and CVR Agent’s obligation to pay any Total Distributable Amount shall be conditioned on no court or other Governmental Entity of competent jurisdiction having enacted, issued, promulgated, enforced or entered any judgment, injunction or order (whether temporary, preliminary or permanent) that is in effect and restrains, enjoins or otherwise prohibits or imposes any penalty upon the payment of any Total Distributable Amount and the payments being otherwise lawful. (i) If the Company requests in writing to the CVR Agent, any funds comprising the cash deposited with the CVR Agent under Section 2.5(c), Section 2.5(d) or Section 2.5(e) that remain undistributed to the Holders twelve (12) months after a CVR Payment Date, the 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 Final Payment Date or a completed and duly executed Form W-9 or Form W-8BENHoldback Payment Distribution Payment Date, as applicable, shall be entitled delivered to receive in exchange for such the Company Award by the consideration payable CVR Agent and any Holders who have not theretofore received payment in respect thereof pursuant of such Contingent Value Rights shall thereafter look only to the Company for payment of such amounts, subject to any applicable escheatment laws in effect from time to time. Upon delivery of such funds to the Company, the escheatment obligations of the CVR Agent with respect to such funds shall terminate. Notwithstanding any other provisions of this Article II. Upon receipt Agreement, any portion of an “agent’s message” the funds provided by or on behalf of the Payment Company to the CVR Agent that remains unclaimed one hundred and eighty (180) days after termination of this Agreement in accordance with Section 7.7 (or such other evidenceearlier date immediately prior to such time as such amounts would otherwise escheat to, if anyor become property of, any Governmental Entity) shall, to the extent permitted by law, become the property of transfer as the Payment Agent may reasonably requestCompany, free and clear of any claims or interest of any person previously entitled thereto, subject to any applicable escheatment laws in effect from time to time. (j) All funds received by Computershare under this Agreement that are to be distributed or applied by Computershare in the case performance of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares services hereunder shall be entitled held by Computershare as agent for the Company and deposited in one or more bank accounts to receive be maintained by Computershare in exchange therefor an amount its name as agent for the Company, and such funds shall be free of any claims by the Company other than reversionary rights and as set forth 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(a2.5(i), and separate from any potential bankruptcy estate of the Company. Computershare shall have no responsibility or liability for any diminution of the funds that may result from any deposit made by (y) the Merger Consideration, 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 Computershare in accordance with normal exchange practicesthis paragraph, including any losses resulting from a default by any bank, financial institution or other third party, except as a result of Computershare’s willful misconduct, fraud, bad faith or gross negligence (each as determined by a final, non-appealable judgment of a court of competent jurisdiction). No interest Computershare may from time to time receive interest, dividends or other earnings in connection with such deposits. Computershare shall not be obligated to pay such interest, dividends or earnings to the Company, any Holder or any other party. Notwithstanding anything to the contrary herein, Company shall be paid or accrued responsible for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right providing Computershare with sufficient funds to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant satisfy its payment obligations to the provisions of this Article IIHolders.

Payment Procedures. Promptly following the Effective Time, Time (and in any event within five (5) three Business Days thereafterDays), Parent and 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 (i) a certificate one or more certificates (the “Certificates”) which that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, and (iias applicable) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”Certificates” (if any), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ) (Ai) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Payment Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares 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 IISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 product obtained by multiplying (x) the aggregate number of shares of Company Shares Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificates by (y) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. Each Non-Employee Option Holder Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BENDissenting Company Shares, as applicable, shall ) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions Section 2.7 with respect of this Article IIsuch Uncertificated Shares. Upon 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) in the case of a book-entry transfer of Uncertificated Shares), the holders of such Uncertificated Shares shall will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares 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), by (y2) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith will 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 practicescancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and transfer of Uncertificated SharesShares pursuant to this Section 2.9(c). Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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 IISection 2.7.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Time and in any event within five (5) not later than the fifth Business Days thereafterDay following the Closing Date, Parent and the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) shares of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a1.4(b), (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parent may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, as applicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case 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)Book-Entry Shares, by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the product obtained by multiplying (x) Merger Consideration into which the aggregate number of Company Shares shares represented by such holder’s transferred Uncertificated Certificates or Book-Entry Shares that were have been converted into the right to receive the Merger Consideration pursuant to this Section 2.7(a), by (y) the Merger Consideration, 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 practices2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (is to be made to a Person other than Certificates 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 Uncertificated Shares representing (B) the Person requesting such payment shall have paid any Dissenting Company Shares) shall, from transfer and after other similar Taxes required by reason of the Effective Time, evidence only the right to receive payment of the Merger Consideration, without interest thereon, payable in respect thereof pursuant Consideration to a Person other than the provisions registered holder of this Article IIthe Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid.

Payment Procedures. Promptly (a) Any Gross Proceeds received following the Effective TimeClosing Date from a CF Asset Monetization shall be deposited with the Paying Agent and, to the extent a CF Asset Monetization agreement is entered into following the Closing Date, PTI shall cause such agreement to provide for the payment of the Gross Proceeds to the Paying Agent. The CVR Holders’ Representative shall provide written notice to PTI promptly upon the Paying Agent’s receipt of any Gross Proceeds. Within 30 days after PTI has received such notice, PTI shall deliver to the CVR Holders’ Representative or its designee a certificate setting forth PTI’s Monetization Expenses and Income Tax Expenses (the “Expenses Certificate”), along with any supporting documentation for PTI’s Monetization Expenses and Income Tax Expenses. It is understood that Monetization Expenses and Income Tax Expenses, if any, shall be applied as early as possible without duplication against respective Gross Proceeds. The CVR Holders’ Representative shall also have the right to object to the Gross Proceeds, and, to the extent the CVR Holders’ Representative’s raises such objection, (i) PTI shall raise such objections with the counterparty to the CF Asset Monetization agreement (the “CF Counterparty”) in accordance with the provisions of the CF Asset Monetization agreement or, at PTI’s sole and absolute discretion, PTI shall have the right to designate the CVR Holders’ Representative as its agent to raise such objection with the CF Counterparty in accordance with the provisions of the CF Asset Monetization agreement and (ii) PTI shall have no liability to the CVR Holders’ Representative or the CVR Holders other than relating to its obligations hereunder. (b) Within 20 days after delivery by PTI of an Expenses Certificate, the CVR Holders’ Representative may deliver a written notice to PTI requesting that PTI make its accounting personnel reasonably available to the CVR Holders’ Representative or its authorized representative to discuss and answer questions with respect to the Monetization Expenses and Income Tax Expenses. Within 20 days following the CVR Holders’ Representative’s discussions with PTI’s accounting personnel, the CVR Holders’ Representative may deliver a written notice to PTI specifying that the CVR Holders’ Representative objects to PTI’s Monetization Expenses or Income Tax Expenses, as applicable (a “Notice of Objection”), and stating the reason upon which the CVR Holders’ Representative has determined that the calculation of PTI’s Monetization Expenses or Income Tax Expenses is in any event within five (5) Business Days thereafter, Parent error. PTI and the Surviving Corporation CVR Holders’ Representative shall reasonably cooperate in good faith to reconcile any such objection for a period of not less than ten (10) business days. Any such dispute relating to the calculation of Monetization Expenses or Income Tax Expenses that remains unresolved thereafter shall be resolved by an independent third party valuation expert selected by PTI and the CVR Holders’ Representative, whose decision shall be binding on the parties hereto and every Holder. The fees charged by the valuation expert referenced in the foregoing sentence shall be paid 50% by PTI and 50% by the Holders through a deduction from their respective Payment Amounts (such 50% portion to be paid by the Holders, the “Holders Valuation Expert Fee”). (c) Assuming any disputes set forth in a Notice of Objection have been resolved, the CVR Holders’ Representative shall cause the Payment Paying Agent to mail pay the Payment Amounts to each holder of record (PTI and the Holders as of immediately prior to promptly as possible. The CVR Holders’ Representative and Paying Agent shall be solely responsible for the Effective Time) calculation and delivery of (i) a certificate or certificates (the “Certificates”) which immediately prior CVR Payment Amount to the Effective Time represented outstanding Company Shares, respective Holders of CVRs of each such Holder’s pro rata portion of the CVR Payment (based on their respective relative CVR holdings) and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”)PTI Payment Amount to PTI, in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory if applicable. It is understood and agreed that PTI shall have no responsibility or liability with respect to the Company and Parent and (B) instructions for use in effecting the surrender distribution of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange Payment Amounts other than to cause a CF Asset Monetization agreement entered into following the Closing Date to provide for the Merger Consideration payable in respect thereof pursuant payment of the Gross Proceeds to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Paying Agent, as applicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates . (d) The Paying Agent or its designee shall be entitled to receive in exchange therefor an amount in cash equal deduct and withhold, or cause to be deducted or withheld, from the Gross Proceeds, such amounts as are required to be deducted and withheld with respect to the product obtained by multiplying making of such payment under the Internal Revenue Code of 1986, as amended (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“Code”), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. Any amounts not withheld 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 PTI or the Paying Agent on the distribution of CVRs to the Holders or any payments to the Holders under this Agreement (including CVR Payment Amounts) and subsequently determined to have been required to be withheld by PTI by any relevant governmental entity shall be paid by the Holders, at the sole discretion of PTI, (i) through a completed deduction from future CVR Payment Amounts, or (ii) by indemnification by the applicable Holder(s) to PTI. PTI shall pay any applicable withholding tax amounts so collected to the relevant governmental entity. In connection with the distribution of CVRs to the Holders, PTI, the Paying Agent and duly executed Form W-9 or Form W-8BEN, as applicable, the CVR Holders’ Representative shall be entitled to receive make reasonable estimations of PTI’s “earnings and profits” (as such term is defined for federal income tax purposes (including the adjustments described in exchange for such Company Award Section 312 of the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidenceCode), 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 and shall be entitled to receive adopt the withholding tax procedures described in exchange therefor Treasury Regulation Section 1.1441-3(c)(2)(ii) in connection with the foregoing. Any withholding taxes shall not be treated as an amount in cash equal item of Income Tax Expense or Monetization Expense or otherwise treated as an item which reduces Gross Proceeds hereunder, but, for the avoidance of doubt, to the product obtained extent paid over to the appropriate taxing authority, shall be treated as having been paid to the Holder in respect of which such deduction and withholding was made in accordance with this Section 2.4(d). Notwithstanding the foregoing, PTI and the CVR Holders’ Representative shall work together in good faith to determine the amount required to be withheld by multiplying the Paying Agent pursuant to applicable Law, and the Paying Agent shall withhold such amounts pursuant to this Section 2.4(d). (xe) For U.S. federal income tax and applicable state and local income tax purposes, the parties agree that (i) the aggregate number distribution of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration CVRs pursuant to Section 2.7(a), 2.1 of this Agreement is intended to be treated as a distribution of property (and not debt or equity of PTI) by PTI to its stockholders governed by Code Section 301 and (yii) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith any CVR Payment Amount (if any) is intended to be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions treated as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof a contractual payment pursuant to the provisions rights afforded by this Agreement to the Holder and not as a distribution by PTI in respect of this Article IIstock in PTI (collectively, the “Intended Tax Treatment”). The parties agree to file all tax returns and other tax reports in a manner consistent with the Intended Tax Treatment, unless otherwise required pursuant to a final “determination” within the meaning of Code Section 1313(a).

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation Merger Sub 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”) and each holder of record (as of immediately prior to the Effective Time) of shares of Company Common Stock held in book-entry form, in each case which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, and ) (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, Agent or to such other agent or agents as applicablemay be appointed by Parent or delivery of an agents’ message in respect of shares held in book-entry form, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates or the holders of shares held in book-entry form shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the First Effective Time, Time and in any event within five not later than the third (53rd) Business Days thereafterDay following the Closing Date, Parent and the Surviving Corporation shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) shares of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, Common Stock whose shares were converted into the right to receive the Merger Consideration Consideration, pursuant to Section 2.7(a)2.1, (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book- Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company and Parent may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Exchange Agent, as applicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case 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)Book-Entry Shares, by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the product obtained by multiplying (x) Merger Consideration into which the aggregate number of Company Shares shares represented by such holder’s transferred Uncertificated Certificates or Book-Entry Shares that were have been converted into the right pursuant to receive the Merger Consideration this Article 2 (together with any Fractional Share Cash Amount and any dividends or other distributions payable pursuant to Section 2.7(a2.2(c), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Exchange Agent, the Company, Parent and each Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable upon to any Person under this Agreement such amounts as are required to be deducted and withheld related to the surrender making of such Certificates 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 Uncertificated Shares. Until so surrenderedtimely paid over to the relevant Governmental Entity, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after such deducted or withheld amounts shall be treated for purposes of this Agreement as having been paid to the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable Person in respect thereof pursuant to the provisions of this Article IIwhich such deduction or withholding was made.

Payment Procedures. (i) Promptly following after the Effective Time (but no later than three (3) Business Days after the Effective Time), and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Exchange Agent to will mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which representing outstanding shares of Company Common Stock immediately prior to the Effective Time represented outstanding Company Shares, and (iia “Certificate”) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), 2.01(a): (A1) a letter of transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates held by such holder will pass, only upon proper delivery of such Certificates to the Exchange Agent in accordance with the procedures set forth in the letter of transmittal and which shall be in customary form and substance reasonably satisfactory to the Company and Parent and the Company; and (B2) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration with respect to such shares; provided, however, with respect to each holder of Certificates whose shares cease to be Dissenting Shares following the Effective Time pursuant to Section 2.05, Parent shall instruct the Exchange Agent promptly after the date on which Parent becomes aware that such Dissenting Shares have ceased to be Dissenting Shares to mail to such holder the letter of transmittal and instructions referred to above with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.03(b)(iii) by, the Exchange Agent of a Certificate (or affidavits of loss in lieu thereofthereof under Section 2.03(g)) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 the Merger Consideration payable in exchange therefor an amount in cash equal to respect of the product obtained by multiplying (x) the aggregate number of shares of Company Shares Common Stock formerly represented by such Certificate that surrendered under this Agreement. (iii) The Exchange Agent will accept Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates in accordance with customary exchange practices. (iv) Notwithstanding anything herein to the contrary, any holder of uncertificated shares of Company Common Stock (including any shares held pursuant to the Company Benefit Plans) represented by book entry immediately prior to the Effective Time and whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a(“Book-Entry Shares”), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith not be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent required to deliver a completed and duly Certificate or an 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 letter of transmittal to the provisions Exchange Agent. In lieu thereof, each holder of this Article II. Upon receipt record of an “agent’s message” by the Payment Agent one (1) or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a bookmore 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 Entry Shares that were are converted into the right to receive the Merger Consideration pursuant shall automatically upon the Effective Time be entitled to Section 2.7(a)receive, by (y) 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, and Consideration multiplied by the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept number of uncertificated shares of Company Common Stock previously represented by 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 practicesBook-Entry Shares. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares. (v) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (vi) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (vii) At any time after the Effective Time until surrendered as contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a). No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to of the provisions shares of this Article IICompany Common Stock represented by Certificates or Book-Entry Shares.

Payment Procedures. Promptly following (i) Each Borrower shall make each payment under this Agreement and under the Effective TimeNotes 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 five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) close of (i) a certificate or certificates (business on the “Certificates”) which immediately prior day any timely payment is made, cause to be distributed like funds relating to the Effective Time represented outstanding Company Sharespayment of principal, interest or fees ratably (other than amounts payable solely to the applicable Administrative Agent, the specific Issuing Lender or a specific Lender pursuant to the terms of this Agreement) in accordance with each Lender’s Applicable Pro Rata Share to the Lenders for 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 Lender for the account of its applicable Lending Office, in each case to be applied in accordance with the terms of this Agreement. Upon receipt of other amounts due solely to the applicable Administrative Agent, a specific Issuing Lender, the Swing Line Lender, or a specific Lender, the applicable Administrative Agent shall distribute such amounts to the appropriate party to be applied in accordance with the terms of this Agreement. (ii) non-certificated Company Shares represented by book-entry With respect to the repayment or prepayment of Canadian Advances hereunder, the Canadian Administrative Agent may assume that the Canadian Borrower has made such prepayment or repayment, as applicable, on the date designated therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, and the Canadian Administrative Agent may, in reliance upon such assumption, cause to be distributed like funds relating to the payment of principal, interest or fees ratably (other than amounts payable solely to the “Uncertificated Shares”)applicable Administrative Agent, the specific Issuing Lender or a specific Lender pursuant to the terms of this Agreement) in accordance with each Canadian Facility Lender’s Applicable Pro Rata Share to the Canadian Facility Lenders for the account of their respective applicable Lending Offices, and like funds relating to the payment of any other amount payable to any Canadian Facility Lender to such Canadian Facility Lender for the account of its applicable Lending Office, in each casecase to be applied in accordance with the terms of this Agreement. If and to the extent that the Canadian Borrower shall not have so made its payment or prepayment, whose shares were converted into as applicable, on the right designated date therefor as described in the Notice of Optional Payment or Notice of Mandatory Payment, as applicable, each Canadian Facility Lender agrees to receive immediately repay to the Merger Consideration pursuant 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 Section 2.7(a)such Canadian Facility Lender until the date such amount is repaid to the Canadian Administrative Agent, at the lesser of (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent Overnight Rate for such day and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant Maximum Rate. If such Canadian Facility Lender shall repay to the provisions Canadian Administrative Agent such corresponding amount and interest as provided above, such corresponding amount so repaid shall constitute such Canadian Facility Lender’s Advance as part of a Canadian Borrowing for purposes of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 II. 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIAgreement.

Payment Procedures. Promptly 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 in any event within five (5Company 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 thereafterprior to such deposit, the Company shall have delivered to Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder a list of record (all Company Equity Awards that would be outstanding as of immediately prior to the Effective Time, setting out for each such Company Equity Award, the holder thereof, the type of such Company Equity Award, the number of Ordinary Shares subject thereto, the exercise price or purchase price (as applicable) of (i) a certificate or certificates (thereof, the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Sharesgrant date thereof, and (ii) non-certificated the vesting schedules or vesting conditions or other restrictions imposed upon such Company Shares represented by book-entry (Equity Award. As promptly as reasonably practicable following the “Uncertificated Shares”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 cash payment from the Company or the Surviving Company, through its payroll system or payroll provider, of all cash amounts required to be paid to such holders in respect of its Company Options, Company Restricted Share Awards and Company RSU Awards pursuant to ‎Section 2.2(b)(i), ‎Section 2.2‎(b)‎(ii) and ‎Section 2.2‎(b)‎(iii), as applicable (after giving effect to any required Tax withholdings as provided in each case‎Section 2.3(e)). Notwithstanding the foregoing, whose shares were converted into the right if any cash payment payable to receive the Merger Consideration a holder of Company Options, Company Restricted Share Awards or Company RSU Awards pursuant to Section 2.7(a‎Section 2.2(b)(i), (A‎Section 2.2‎(b)‎(ii) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent‎Section 2.2‎(b)‎(iii), as applicable, together with 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 letter of transmittalpayment to such holder (after giving effect to any required Tax withholdings as provided in ‎Section 2.3(e)), duly completed and validly executed in accordance with the instructions thereto, the holders of such Certificates which check shall be entitled sent by overnight courier to receive such holder as promptly as reasonably practicable following the Closing Date (but in exchange therefor an amount in cash equal any event on or prior to the product obtained by multiplying (x) next regularly schedule payroll date). Further notwithstanding the aggregate number of Company Shares represented by such Certificate foregoing, to the extent that were converted into the right to receive the Merger Consideration any amount payable pursuant to Section 2.7(a), by (ythis ‎Section 2.2‎(b)‎(iv) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee relates to a Company RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 is nonqualified deferred compensation subject to Section 2.7(a)409A of the Code, by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept then such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest amount shall be paid or accrued for at the benefit of holders earliest time permitted under the terms of the Certificates and Uncertificated Shares on applicable agreement, plan or arrangement relating to such Company RSU Award that will not trigger a tax or penalty under Section 409A of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IICode.

Payment Procedures. Promptly following the Effective Time, Time (and in any event within five two (52) Business Days thereafterDays), Parent and 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 (i) a certificate one or more certificates (the “Certificates”) which that immediately prior to the Effective Time represented issued and outstanding shares of Company Shares, and (ii) non-certificated Company Shares represented by book-entry Capital Stock (the “Uncertificated Shares”Certificates” (if any), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ) (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Exchange Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares 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 IISection 2.7. Upon surrender of Certificates for cancellation to the Payment Exchange Agent, as applicable, 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 the Merger Consideration payable to the product obtained by multiplying (x) the aggregate number of such holder with respect to Company Shares Capital Stock 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 ConsiderationCertificates, and the Certificates so surrendered shall will forthwith be canceledcancelled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides Notwithstanding anything to the Paying 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 a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be in order to receive the payment that such holder is entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article IISection 2.7 with respect to such Uncertificated Shares. Upon In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Payment Exchange Agent (or such other evidence, if any, of transfer as the Payment Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares), the holders of such Uncertificated Shares shall 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 Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant payable to Section 2.7(a), by (y) such holder with respect to the Merger ConsiderationCompany Capital Stock it held immediately prior to the Effective Time, and the transferred Uncertificated Shares so surrendered shall forthwith be canceledcancelled. The Payment Exchange Agent shall will accept such Certificates and transferred 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Cash Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated SharesShares pursuant to this Section 2.9(d). Until so surrenderedsurrendered or cancelled, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article IISection 2.7.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time (or, in the case of clause (y) below, not later than the date the first payroll checks are paid to employees of the Surviving Corporation following the Effective Time), and in any event within five (5x) Business Days thereafter, Parent and the Surviving Corporation Paying Agent 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 (the “Uncertificated Shares”), in each case, whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other customary provisions as Parent and the Company and Parent may mutually agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated 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 II. 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 Agent, as applicable, Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the holders Paying Agent, the holder 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 Nonor Book-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 Entry Shares shall be entitled to receive in exchange therefor a check in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), multiplied by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Merger Consideration payable Company, a check for any cash to be paid upon the due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shares. Until so surrendered, outstanding Certificates effect such transfer and Uncertificated Shares to evidence that any applicable stock transfer Taxes (other than Certificates and Uncertificated Shares representing any Dissenting Company Sharesas hereinafter defined) have been paid 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 after pay such amounts to the Effective TimeSurviving Corporation for payment over to the applicable Governmental Entity (as hereinafter defined). To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, evidence only such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the right to receive holder of the Merger ConsiderationShares or holder of the Company Stock Options or Company Stock-Based Awards, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding were made.

Payment Procedures. Promptly following the Effective Time, Closing (and in any event within five (5) three Business Days thereafterfollowing the Closing), Parent and the Surviving Corporation shall 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 Capital Stock (other than Dissenting Company Shares and Owned Company Shares, and as applicable) (the “Certificates”); or (ii) non-certificated uncertificated shares of Company Capital Stock (other than Dissenting Company Shares represented by book-entry and Owned Company Shares, as applicable) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ): (A) in the case of holders of Certificates, a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares Capital Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y2) the Merger ConsiderationPer Share Price, and the Certificates so surrendered shall will 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 IIcancelled. 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 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 Shares Capital 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), Shares; by (y) the Merger ConsiderationPer Share Price, and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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 IIUncertificated 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 following the Effective Time, and in any event within five (5) Business Days thereafterClosing, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary the form supplied by Parent (the “Letter of Transmittal”) to each Company Stockholder, Company Warrantholder and each Non-Employee Company Option Holder at the address set forth opposite each such Person’s name on the Closing Spreadsheet. (ii) For Company Stockholders, after receipt by the Payment Agent of a Letter of Transmittal (with respect to shares of Company Capital Stock) and any other documents (including applicable Tax forms and a duly executed Joinder Agreement) that Parent or the Payment Agent may reasonably satisfactory require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto and the original certificate representing shares of Company Capital Stock (a “Company Stock Certificate”) or Affidavit of Loss therefor, Parent shall cause the Payment Agent to pay to the holder of such Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares 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 II. Upon surrender of Certificates for cancellation the Merger Consideration shall be paid or payable to the holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (or Affidavit of Loss therefor) and validly executed Exchange Documents in accordance with the terms and conditions hereof. (iii) For Company Warrantholders and Non-Employee Company Option Holders, after receipt by the Payment AgentAgent of the Exchange Documents and any other documents (including applicable Tax forms) that Parent or the Payment Agent may reasonably require in connection therewith (which for the avoidance of doubt, as applicablewill not include a Joinder Agreement), together with such letter each of transmittal, which shall be 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 an amount in cash equal to the product obtained by multiplying (x) the aggregate number that portion of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration payable in respect thereto pursuant to Section 2.7(a), by 1.3(c)(i) and Section 1.3(d) (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 ). No portion of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for payable to a Company Warrantholder or Non-Employee Company Option Holder without executed Exchange Documents in accordance with the benefit of holders of the Certificates terms and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIconditions hereof.

Payment Procedures. Promptly following the Effective Time, and in any event within not more than five (5) Business Days thereafter, Parent and the Surviving Corporation shall 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 Common Stock (other than Dissenting Company Shares and Owned Company Shares, ) (the “Certificates”); and (ii) non-certificated uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares represented by book-entry and Owned Company Shares) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ) (A) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which will specify that delivery will be effected, and Parent risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 product obtained by multiplying (x) the aggregate number of shares of Company Shares Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered shall will 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 IIcancelled. 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 will be entitled to receive receive, and the Payment Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares 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), Shares; by (y2) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer 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 IIUncertificated 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 following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (ix) a certificate or certificates (the “Certificates”) which or (y) uncertificated shares represented by book-entry (“Book Entry Shares”), which, in each case, represented, immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, and ) (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon surrender of Certificates or Book-Entry Shares for cancellation to the Payment Agent, Agent or to such other agent or agents as applicablemay 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 an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 ConsiderationIII, and the transferred Uncertificated Certificates or Book-Entry Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following the Effective Time, Closing (and in any event within five three (53) Business Days thereafterfollowing the Closing), Parent and the Surviving Corporation shall 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 Common Stock (other than Dissenting Company Shares, Owned Company Shares and Subsidiary Owned Shares, as applicable) (the “Certificates”) or (ii) non-certificated uncertificated shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares represented by book-entry and Subsidiary Owned Shares, as applicable) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 product obtained by multiplying (x) the aggregate number of shares of Company Shares Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y) the Merger ConsiderationPer Share Price (subject to Section 2.13), and the Certificates so surrendered shall will 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 IIcancelled. 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 will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into Shares; by (2) the right to receive the Merger Consideration pursuant Per Share Price (subject to Section 2.7(a2.13), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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 IIUncertificated 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 following As soon as possible after the Effective Time, and Time (but in any no event within five later than three (53) Business Days thereafter), Parent and 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 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 Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or Book-Entry Shares shall pass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares to which the holder thereof is entitled. Upon surrender of any Certificate (or affidavits of loss in lieu thereof) and Uncertificated or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Paying Agent, as applicable, 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 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 Nonor Book-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 Entry Shares shall be entitled to receive in exchange therefor an the amount of Merger Consideration payable in cash equal to in respect of the product obtained by multiplying (x) the aggregate number of Company Shares previously represented by such holder’s transferred Uncertificated Certificate or Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)the provisions of this Article II, to be paid within three (3) Business Days (or such longer period required by the Paying Agent) of the Paying Agent’s receipt of such Certificate (yor affidavits of loss in lieu thereof) or Book-Entry Shares, the Merger Considerationduly executed and completed letter of transmittal and any other documents as reasonably required by the Paying Agent, and the transferred Uncertificated Certificate or Book-Entry Shares so surrendered shall forthwith be canceled. The Payment Agent In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall accept be properly endorsed or otherwise be in proper form for transfer and the Person requesting such Certificates and transferred Uncertificated Shares upon compliance with payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such reasonable terms and conditions as Certificate or establish to the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicessatisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares accrue on the Merger Consideration any cash payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IISection 2.2.

Payment Procedures. Promptly (and in any event within three (3) Business Days) following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation Merger Sub 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 Common Stock (other than Dissenting Company Shares, and ) (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Payment Agent and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) 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, Agent or to such other agent or agents as applicablemay 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 product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 ConsiderationIII, and the transferred Uncertificated Shares Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Time and in any event within five (5) not later than the third Business Days thereafterDay following the Closing Date, Parent and the Surviving Corporation shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) shares of (i) a certificate Company Common Stock or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, Preferred Stock whose shares were converted into the right to receive the Merger Consideration or the Preferred Merger Consideration, as applicable, pursuant to Section 2.7(a)2.1, (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company and Parent may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to or the provisions of this Article II. 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 Exchange Agent, as applicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case 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)Book-Entry Shares, by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent Exchange Agent, and such other documents as may customarily be required by the Exchange Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the product obtained by multiplying (x) Merger Consideration or the aggregate number of Company Shares Preferred Merger Consideration, as applicable, into which the shares represented by such holder’s transferred Uncertificated Certificates or Book-Entry Shares that were have been converted into the right pursuant to receive the Merger Consideration this Article 2 (together with any Fractional Share Cash Amount and any dividends or other distributions payable pursuant to Section 2.7(a2.2(c), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices). No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration or Preferred Merger Consideration, as applicable, is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other similar Taxes required by reason of the payment of the Merger Consideration or Preferred Merger Consideration, as applicable, to a Person other than the registered holder of the Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid. (iii) The Exchange Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable upon 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 surrender 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 Certificates payment; it being understood that, provided that the representation and Uncertificated Shares. Until so surrendered, outstanding Certificates warranty of the Company in Section 3.15(c) is true and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after correct as of the Effective Time, evidence only no deduction or withholding shall be made under the right 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 receive in Section 2.3 that are attributable to personal services performed by the Merger Considerationapplicable payee in Canada or any province thereof or by an applicable payee who is a resident, without interest thereonfor income Tax purposes, payable of Canada) except to the extent that any such deduction or withholding shall be required by a change in Law after the date of this Agreement. To the extent that amounts are so deducted or withheld and timely paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIwhich such deduction or withholding was made.

Payment Procedures. Promptly following the Effective Time, and Time (but in any no event within five more than ten (510) Business Days business days thereafter), Parent and the Surviving Corporation Merger Sub 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 Common Stock (other than Dissenting Company Shares, and ) (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Payment Agent, and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, Agent or to such other agent or agents as applicablemay 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 product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) three Business Days thereafterDays, Parent and 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 (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)2.7, (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Paying Agent, as applicable, 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)2.7, by (y) the Merger ConsiderationConsideration (less any applicable withholding Tax pursuant to Section 2.9(e)), and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment 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(a)2.7, by (y) the Merger ConsiderationConsideration (less any applicable withholding Tax pursuant to Section 2.9(e)), and the transferred Uncertificated Shares so surrendered 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Time and in any event within five not later than the second (52nd) Business Days thereafterDay following the Closing Date, Parent and 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 (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parent may mutually reasonably agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, as applicable, 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 shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by and (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on Company, payment of the Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shareseffect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, the Company, the Surviving Corporation, 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, as amended (the “Code”), or under any provision of applicable state, local or foreign Tax Law with respect to the making of such payment. Until To the extent that amounts are so surrendereddeducted or withheld and timely and properly paid over to the relevant Governmental Entity, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable Person in respect thereof pursuant to the provisions of this Article IIwhich such deduction or withholding was made.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Time and in any event within five not later than the second (52nd) Business Days thereafterDay following the Closing Date, Parent and shall direct 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 (ii) non-certificated Company Shares represented by book-Certificates or book entry (the “Uncertificated Shares”), in each case, whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)3.01, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) to the Paying Agent or, with respect to Book-Entry Shares, only upon delivery of an “agent’s message” regarding the book-entry transfer of Book-Entry Shares (or such other evidence, if any, of the book-entry transfer of Book-Entry Shares as the Paying Agent may reasonably request) and shall be in such form and have such other provisions as Parent and the Company and Parent may mutually reasonably agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated 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 II. Upon surrender of Certificates Paying Agent for cancellation to the Payment Agent, as applicablecancellation, 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 an amount in cash equal to the product obtained required 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 or (B) in the case of Book-Entry Shares, the later of (i) the Effective Time 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 (ii) to the provisions of this Article II. Upon receipt of extent required by the Paying Agent, the time when an “agent’s message” is received by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request), to the holder of such Certificate (or effective affidavits of loss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated SharesEntry Share, the holders Merger Consideration for each share 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 Common Stock theretofore represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration Certificate or Book-Entry Share, as applicable, pursuant to Section 2.7(a3.01(a), by (y) the Merger Consideration, and the transferred Uncertificated Shares Certificate or Book-Entry Share, as applicable, 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 practicescancelled. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or cancellation of Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on Company, payment of the Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent in proper form for transfer, accompanied by all documents required to evidence and Uncertificated Shareseffect such transfer and to evidence that any applicable stamp, stock transfer or similar Taxes have been paid or are not applicable. (iii) Notwithstanding anything herein to the contrary, the Paying Agent, the Company, the Surviving Corporation, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”) or the Treasury Regulations, or under any provision of applicable U.S. federal, state or local or non-U.S. Tax Law with respect to the making of such payment. Until To the extent that such amounts are so surrendereddeducted or withheld and paid over to the relevant Governmental Entity, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, 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 IIthe Company and Parent, through a payroll agent, in either case subject to any required deductions or withholdings.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Time and in any event within five (5) not later than the fifth Business Days thereafterDay following the Closing Date, Parent and the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) shares of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a1.4(b), (A) a letter of transmittal in customary form reasonably satisfactory with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parent may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon Consideration. (ii) On surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, as applicable, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case 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)Book-Entry Shares, by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal therefor, and the Paying Agent shall be required to promptly deliver to each such holder, the product obtained by multiplying (x) Merger Consideration into which the aggregate number of Company Shares shares represented by such holder’s transferred Uncertificated Certificates or Book-Entry Shares that were have been converted into the right to receive the Merger Consideration pursuant to this Section 2.7(a), by (y) the Merger Consideration, 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 practices2.3. No interest shall be paid or accrued for the benefit on any amount payable on due surrender of holders Certificates (or effective affidavits of the Certificates and Uncertificated Shares on loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (is to be made to a Person other than Certificates 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 Uncertificated Shares representing (B) the Person requesting such payment shall have paid any Dissenting Company Shares) shall, from transfer and after other similar Taxes required by reason of the Effective Time, evidence only the right to receive payment of the Merger Consideration, without interest thereon, payable in respect thereof pursuant Consideration to a Person other than the provisions registered holder of this Article IIthe Certificate surrendered or shall have established that such Tax either has been paid or is not required to be paid.

Payment Procedures. (i) Promptly following the Effective Time, and in any event within five not more than three (53) Business Days thereafter, Parent and the Surviving Corporation shall 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 Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Certificates”); and (ii) non-certificated uncertificated shares of Company Shares Common Stock that represented by book-entry outstanding shares of Company Common Stock (other than Dissenting Shares, the Rollover Shares, and shares of Company Common Stock described in Section 3.1(a)(iii)) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which will specify that delivery will be effected, and Parent risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Paying Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions to which they are entitled pursuant to clause (ii) of the provisions first sentence of this Article IISection 3.3(c). Upon surrender of Certificates for cancellation to the Payment Paying Agent, as applicable, 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 product obtained by multiplying (x) Merger Consideration payable in respect of the aggregate number of shares of Company Shares Common Stock 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 ConsiderationCertificate, and the Certificates so surrendered shall will 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 IIcancelled. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares 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 product obtained by multiplying (x) Merger Consideration payable in respect of the aggregate number of shares of Company Shares 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), by (y) the Merger ConsiderationShares, and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to Section 3.1(a)(ii) and any dividends or other distributions pertaining to Company Common Stock formerly represented by such Certificates or Uncertificated Shares as contemplated by clause (ii) of the provisions first sentence of Section 3.3(c). Notwithstanding anything to the contrary in this Article IIAgreement, no holder of Uncertificated Shares will be required to provide a Certificate or an executed letter of transmittal to the 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 following As soon as reasonably practicable after the Effective Time, and Time (but in any no event within more than five (5) Business Days thereafterfollowing the Effective Time), Parent and the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record of Shares (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 other than Excluded Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form as reasonably satisfactory agreed by Purchaser and the Company specifying that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and Parent and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares 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 II. Upon surrender of Certificates for cancellation to the Payment Paying Agent, as applicable, 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 an cash in the amount in cash equal (after giving effect to the product obtained by multiplying (xany required tax withholdings) the aggregate number of Company Shares represented by that such Certificate that were converted into holder has the right to receive the Merger Consideration pursuant to Section 2.7(athis Article III in the form of a check, to be mailed, as soon as reasonably practicable (but in no event more than five (5) Business Days after the receipt thereof), by (y) the Merger Consideration, and the Certificates Certificate so surrendered shall will forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 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 practicescancelled. No interest shall will be paid or accrued for on any amount payable upon due surrender of the benefit Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. All payments owed to the holders of Stock Options or holders of Warrants shall be made from the Certificates and Uncertificated Shares on Payment Fund as soon as reasonably practicable after the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares Effective Time (other but in no event more than Certificates and Uncertificated Shares representing any Dissenting Company Sharesfive (5) shall, from and Business Days after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II).

Payment Procedures. Promptly following the Effective Time, and Time (but in any no event within later than five (5) Business Days business days thereafter), Parent and the Surviving Corporation Merger Sub 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) or non-certificated Company Shares represented by book-entry (the “Uncertificated Book-Entry Shares”), in each case, whose shares were converted into which immediately prior to the right to receive the Merger Consideration pursuant to Section 2.7(a), Effective Time represented outstanding Company Shares (Aother than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) and Uncertificated Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent, Agent or to such other agent or agents as applicablemay 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 product obtained by multiplying or (xii) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Book-Entry Shares, the holders of such Uncertificated Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration payable in respect thereof pursuant to Section 2.7(a), by (y) the Merger Considerationprovisions of this Article II, and the transferred Uncertificated Certificates so surrendered or Book-Entry Shares so surrendered transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharesor transfer of Book-Entry Shares pursuant to this Section 2.6. Until so surrenderedsurrendered or transferred, outstanding Certificates and Uncertificated or Book-Entry Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following the Effective Time, Time (and in any event within five (5) three Business Days thereafterDays), Parent and the Surviving Corporation 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, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent and Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and/or (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, Paying Agent or to such other agent or agents as applicablemay be appointed by Acquisition, 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 Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a2.7(a)(ii), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a book-book entry transfer of Uncertificated uncertificated Shares, the holders of such Uncertificated uncertificated Shares shall be entitled to receive in exchange therefor for the cancellation of such uncertificated Shares 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 Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a2.7(a)(ii), by (y) the Merger Consideration, and the transferred Uncertificated uncertificated Shares so surrendered shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates and transferred Uncertificated 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated uncertificated Shares on the Per Share Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharesuncertificated Shares pursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, and but in any no event within five more than three (53) Business Days thereafterafter the Closing Date, Parent and the Surviving Corporation 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 (iA) a an outstanding certificate or certificates (the “Certificates”) which that immediately prior to the Effective Time represented outstanding shares of Company Shares, and Common Stock (iithe “Certificates”) non-certificated or (B) shares of Company Shares Common Stock that were represented by book-entry (the “Uncertificated Book-Entry Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in a customary form reasonably satisfactory and agreed to by Parent and the Company prior to the Company Closing) and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits or, in the case of loss in lieu thereof) and Uncertificated Shares in exchange Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicableConsideration, 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 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 Nonor Book-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 Entry Shares shall be entitled to promptly receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by Merger Consideration that such holder’s transferred Uncertificated Shares that were converted into holder has the right to receive the Merger Consideration pursuant to this Article III, together with any amounts payable pursuant to Section 2.7(a3.3(g), if applicable, for each share of Company Common Stock formerly represented by (y) the Merger Considerationsuch Certificate or Book-Entry Share, and the transferred Uncertificated Shares all Certificates so surrendered shall be 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 practicescancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such Certificates shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and Uncertificated Sharesthat the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Entity that such Taxes either have been paid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.3(b)(ii), outstanding Certificates each Certificate and Uncertificated Shares (other than Certificates and Uncertificated Shares representing each Book-Entry Share shall be deemed at any Dissenting Company Shares) shall, from and time after the Effective Time, evidence Time to represent only the right to receive upon such surrender the Merger Consideration, without interest thereon, 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 IISection 3.3(g), if applicable.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Time and in any event within five not later than the second (52nd) Business Days thereafterDay following the Closing Date, Parent and 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 (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company and Parent may mutually reasonably agree), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, as applicable, 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 shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by and (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Company, payment of Merger Consideration payable upon the due surrender of a Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shareseffect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, the Company, Parent and Merger Sub (and their respective Affiliates or agents), 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, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to the making of such payment. Until To the extent that such amounts are so surrendereddeducted or withheld and paid over to the relevant Governmental Entity within the time and in the manner required by applicable Law, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable Person in respect thereof pursuant to the provisions of this Article IIwhich such deduction or withholding was made.

Payment Procedures. Promptly following the Effective Time, Closing (and in any event within five (5) three Business Days thereafterfollowing the Closing), Parent and the Surviving Corporation shall 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 Capital Stock (other than Dissenting Company Shares and Owned Company Shares, and as applicable) (the “Certificates”); (ii) non-certificated uncertificated shares of Company Capital Stock (other than Dissenting Company Shares represented by book-entry and Owned Company Shares, as applicable) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 product obtained by multiplying (x) the aggregate number of shares of Company Shares Capital Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y) the Merger ConsiderationPer Share Price (subject to Section 2.12), and the Certificates so surrendered shall will 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 IIcancelled. 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 will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares Capital Stock represented by such holder’s transferred Uncertificated Shares that were converted into Shares; by (2) the right to receive the Merger Consideration pursuant Per Share Price (subject to Section 2.7(a2.12), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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 IIUncertificated 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 As promptly as practicable following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation Merger Sub 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 shares of Common Stock (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose other than shares were converted into the right to receive the Merger Consideration cancelled pursuant to Section 2.7(a), 2.7(a)(ii) hereof and Dissenting Shares) (Ai) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which shall specify that delivery shall be effected, and Parent risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, Paying Agent or to such other agent or agents as applicablemay 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 product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares Certificates so surrendered 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (i) With respect to any certificate which immediately prior to the Effective Time, and in any event within five Time represented outstanding Company Shares (5) Business Days thereafterthe “Certificates”), Parent and the Surviving Corporation shall cause the Payment Paying Agent to mail mail, promptly following the Effective Time (but in no event later than the fifth (5th) Business Day thereafter), to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), such Certificates (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Paying Agent, as applicable, 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 an amount in cash equal to pay and deliver as promptly as practicable after the product obtained by multiplying (x) Effective Time the aggregate number of Merger Consideration payable for each Company Shares Share represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a2.7 (less any applicable withholding Tax pursuant to Section 2.8(e), by (y) the Merger Consideration), and the Certificates so surrendered shall forthwith be canceled. Each Non. (ii) With respect to non-Employee Option Holder and Noncertificated Company Shares represented in book-Employee RSU Award Holder who provides entry form (the “Uncertificated Shares”), Parent shall cause the Paying Agent a completed to pay and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award deliver the consideration Merger Consideration payable in respect thereof therefor (less any applicable withholding Tax pursuant to Section 2.8(e)), in each case promptly following the provisions of this Article II. Upon Effective Time and upon surrender thereof to the Paying Agent by receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) (but in no event later than the case of a book-entry transfer fifth (5th) Business Day thereafter). The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to DTC or its nominees, or to holders of Uncertificated Shares, in each case to the holders extent applicable or required, any notice with respect to the effectiveness of such the Merger and any instructions for surrendering Uncertificated Shares shall be entitled and (B) establish procedures with the Paying Agent and DTC to receive in exchange therefor an amount in cash equal ensure that the Paying Agent will transmit to DTC or its nominees as soon as practicable after the product obtained by multiplying (x) the aggregate number Effective Time, upon surrender of Company Shares represented held of record by such holderDTC or its nominees in accordance with DTC’s transferred Uncertificated Shares that were converted into the right to receive customary surrender procedures, the Merger Consideration payable for each such Uncertificated Share pursuant to Section 2.7(a), by 2.7. (yiii) the Merger Consideration, and the transferred Uncertificated Shares so surrendered 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shallshall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Taxes pursuant to Section 2.8(e), payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (a) On or prior to the Effective TimeClosing 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 within five three (53) Business Days thereafterDays, 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 2.4(a)(iv). The cash amount so deposited with the Surviving Corporation shall cause Paying Agent is referred to as the Payment “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Paying Agent to will mail to each holder the record holders of record (Company Shares as of immediately prior to the Effective Time) of , whether such Company Shares are represented by Certificates or Book-Entry Shares, (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form and containing such provisions as Parent may reasonably satisfactory specify (including a provision confirming that delivery of Company Share Certificates or Book-Entry Shares shall be effected, and risk of loss and title to Company Share Certificates or Book-Entry Shares shall pass, only upon delivery of such Company Share Certificates or Book-Entry Shares to the Company and Parent Paying Agent), and (Bii) instructions for use in effecting the surrender of the Company Share Certificates (or affidavits of loss in lieu thereof) and Uncertificated 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 IISection 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 Paying Agent, as applicable, 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 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(a2.4(a)(iii), to be mailed (or made available for collection by hand if so elected by the surrendering holder) within five (y5) Business Days following the later to occur of (i) the Merger ConsiderationPaying 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. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent cancelled within five (or such other evidence, if any, of transfer as the Payment Agent may reasonably request5) 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 Business Days. (xd) 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of the holders of the Certificates and Uncertificated Company Share Certificate or Book-Entry Shares on the consideration payable to such holders pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains undistributed to holders of Company Share Certificates or Book-Entry Shares as of the date twelve (12) months after the date on which the Merger becomes effective shall be delivered to Parent upon demand, and any holders of Company Share Certificates or Book-Entry Shares who have not theretofore surrendered their Company Share Certificates or Book-Entry Shares in accordance with this Section 2.6 shall thereafter look only to Parent for payment of the Per Share Merger Consideration payable upon pursuant to Section 2.4(a)(iii). Parent or as otherwise instructed by Parent shall be the surrender owner of such Certificates any interest or other amounts earned on the Exchange Fund and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Per Share Merger Consideration, without interest thereon, payable in . (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 thereof 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 provisions of event that this Article IIAgreement is terminated for any reason and any cash has been transmitted to the Paying Agent, such cash shall promptly be returned to Parent or as otherwise instructed by Parent.

Payment Procedures. Promptly following As soon as reasonably practicable after the Effective Time, Time (and in any event within five (5) Business Days thereafterDays), Parent and 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 (iand Dissenting Shares) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding (other than The Depository Trust Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated SharesDTC”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ) (Aa) a letter of transmittal in customary form reasonably satisfactory to the Company which shall specify that delivery shall be effected, and Parent risk of loss and (B) instructions for use in effecting the surrender title shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (b) instructions for effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the applicable Merger Consideration payable in respect thereof pursuant to such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the provisions of this Article IIPaying 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 Agent, as applicable, Paying Agent 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 for such properly surrendered Shares, and Parent and the Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such Certificate that were converted into or Uncertificated Shares, as the right to receive the Merger Consideration pursuant to Section 2.7(a)case may be, multiplied 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 Certificate or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 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 practicescancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares will accrue on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIpayable.

Payment Procedures. Promptly (a) As soon as practicable following the Effective Timeoccurrence of a CVR Transaction, but in no event later than thirty (30) days after the closing of such CVR Transaction, and within thirty (30) days after the end of any calendar quarter in which the Company has received Net Proceeds from any event within five (5) Business Days thereafterCVR Transaction, Parent the Company will deliver to the Holder Representative and the Surviving Corporation shall cause Rights Agent a certificate (each, a “Reporting Certificate”), certifying that the Holders are entitled to receive a CVR Payment Agent to mail to each holder and setting forth the Company’s calculation of record the CVR Payment Amount, which may be either the Initial CVR Payment Amount or a CVR Payment Adjustment Amount. (as of immediately b) [reserved] (c) If no CVR Transaction has been effected prior to the Effective TimeCVR Expiration Date, then, as soon as reasonably practicable after the CVR Expiration Date, but in no event later than thirty (30) of (i) days after the CVR Expiration Date, the Company will deliver to the Holder Representative and the Rights Agent a certificate or certificates (the “Non-Achievement Certificate” and, together with the Reporting Certificate(s), the “Certificates”) which immediately ), stating that no CVR Transaction has been consummated prior to the Effective Time represented outstanding CVR Expiration Date. (d) If the Holder Representative does not object to any determination or calculation set forth in a Certificate by delivery of a written notice thereof to the Company Sharessetting forth in reasonable detail such objection, and together with reasonable supporting documentation (iian “Objection Notice”), within thirty (30) non-certificated Company Shares represented by book-entry days following receipt of the applicable Certificate (the “Uncertificated SharesObjection Period”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender Company’s determination of the Certificates (non-existence of a CVR Transaction, calculation of the Initial CVR Payment Amount or affidavits calculation 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 II. Upon surrender of Certificates for cancellation to the any CVR Payment Agent, as applicable, 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-8BENAdjustment Amount, as applicable, shall be final and binding on all parties. If the Holder Representative timely delivers to the Company an Objection Notice, the Company and the Holder Representative shall attempt in good faith to resolve such matters within thirty (30) days after receipt of the same by the Company, and if unable to do so, the Company and the Holder Representative shall resolve any unresolved disputed in accordance with Section 8.11, which decision will be final and binding on the parties, absent manifest error. The Company shall, within ten (10) Business Days following the final determination of the Initial CVR Payment Amount or any CVR Payment Adjustment Amount, as applicable, pay such Initial CVR Payment Amount or CVR Payment Adjustment Amount to the Rights Agent (for the account of the Holders) by wire transfer of immediately available funds to such account as may be designated by the Rights Agent. The Rights Agent will distribute the Initial CVR Payment Amount or CVR Payment Adjustment Amount, as applicable, to the Holders (each Holder being entitled to receive in exchange for its pro rata share of such Company Award Initial CVR Payment Amount or CVR Payment Adjustment Amount, as applicable, based on the consideration payable in respect thereof number of CVRs held by such Holder as reflected on the CVR Register on the date of the Reporting Certificate or the date of final determination pursuant to this Agreement, as applicable) (i) by check mailed to the provisions address of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or each such other evidence, if any, of transfer respective Holder as the Payment Agent may reasonably request) reflected 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 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 CVR Register as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares close of business on the Merger Consideration payable upon the surrender of last Business Day before such Certificates and Uncertificated Shares. Until so surrenderedCVR Payment Date, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.or,

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time, but in any event no later than three (3) Business Days following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation 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 (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right entitled to receive the Merger Consideration pursuant to Section 2.7(a), 3.01(a): (A) a letter of transmittal (which shall be in customary form for a company incorporated in the Cayman Islands reasonably satisfactory acceptable to Parent and the Company, and shall specify the manner in which the delivery of the Exchange Fund to registered holders of Shares (other than the Excluded Shares and the Dissenting Shares) shall be effected and contain such other provisions as Parent and the Company and Parent may mutually agree) and (B) instructions for use in effecting the surrender of the Certificates Shares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Company a cash amount in immediately available funds sufficient to make the payments described under Section 3.04(b) and Section 3.04(c) and the Surviving Company shall make such payments to the Persons entitled to receive such amounts through its payroll or the designated agent of such Persons, subject to all applicable income and employment Taxes and other authorized deductions (including pursuant to Section 3.06) as well as completeness of registrations under SAFE Share Incentive Rules and Regulations. (ii) Upon surrender to the Paying Agent of a Share Certificate (or affidavits affidavit and indemnity of loss in lieu thereofof the Share Certificate as provided in Section 3.02(g)) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof and/or such other documents as may be required pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation such instructions to the Payment Agent, as applicable, together 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 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 Share 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 each registered holder of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the 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 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 that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), multiplied by (y) the Merger Consideration, and the transferred Uncertificated Shares Share Certificate so surrendered shall forthwith be canceledmarked 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 Payment Agent holders of ADSs shall accept 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 Certificates fees, charges and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions expenses incurred by the Depositary shall be treated for all purposes of this Agreement as having been paid to the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. holders of ADSs. (iv) No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares will accrue on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, amount payable in respect thereof of the Shares (including Shares represented by ADSs) pursuant to the provisions of this Article IIARTICLE III. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, the Merger Consideration in respect of such Shares may be paid to such transferee upon delivery of evidence to the satisfaction of Parent (or any agent designated by Parent) of such transferee’s entitlement to the relevant Shares and evidence that any applicable share transfer Taxes have been paid or are not applicable.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and 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, Shares and (ii) non-certificated Company Shares represented by in book-entry form (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), 2.7 (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent Parent, and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates (or affidavits of loss in lieu thereof) for cancellation to the Payment Paying Agent, as applicable, 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 pursuant to Section 2.7(a)2.7, by (y) the Merger ConsiderationConsideration (less any applicable withholding Tax pursuant to Section 2.8(e)), and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides Notwithstanding the Paying Agent a completed and duly executed Form W-9 or Form W-8BENforegoing, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment 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(a)2.7, by (y) the Merger ConsiderationConsideration (less any applicable withholding Tax deductible in respect thereof pursuant to Section 2.8(e)), and the transferred Uncertificated Shares so surrendered 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Canceled Company Shares or Dissenting Company Shares) shallshall be deemed, from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, less any applicable withholding Tax pursuant to Section 2.8(e), payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5a) Within ten (10) Business Days thereafterfollowing receipt of any LO2A Consideration by the Wize Subsidiaries, Parent 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 Surviving Corporation CVR Payment Amount. If the CVR Payment Amount is to be paid in cash, then such amount will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent, the applicable CVR Payment Amount, if any. To the extent that any CVR Payment Amount is paid to the Rights Agent, such amounts shall cause be treated for all purposes of this Agreement as having been paid to the Holders and any delay, failure or mistake in payment by Rights Agent shall not be the liability or obligation of Wize or the Wize Subsidiaries, as applicable (it being clarified such delay, failure or mistake in payment by Rights Agent being treated, and subject to the liability limitations, set forth in Article III). If the Wize Subsidiaries, or to the extent applicable, the Company fails to timely deliver the CVR Payment 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 the CVR Certificate and the applicable CVR Payment Amount to the Rights Agent in accordance with Section 2.05, the Rights Agent shall (i) send each Holder a certificate or certificates (the “Certificates”) which immediately prior copy of such CVR Certificate to the Effective Time represented outstanding Company Shares, such Holder’s registered address and (ii) non-certificated Company Shares represented 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 book-entry 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 “Uncertificated Shares”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 casecase if a CVR Payment Amount shall have been required to be delivered to the Rights Agent in accordance with Section 2.05, whose shares were converted into the right “CVR Payment Date”). (c) The Wize Subsidiaries, or to receive the Merger Consideration 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 Section 2.7(a)this Agreement, (A) a letter such amounts as Wize or the applicable subsidiary of transmittal Wize is required to deduct and withhold with respect to the making of such payment under the U.S. Internal Revenue Code of 1986, as amended, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld or paid over to or deposited with the relevant governmental entity, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holders in customary form reasonably satisfactory respect of which such deduction and withholding was made. The Wize Subsidiaries, or to the extent applicable, the Company and Parent and (B) instructions for use in effecting the surrender Holders’ Representative may agree to defer any payment of the Certificates 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 affidavits 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 loss in lieu thereof) and Uncertificated Shares in exchange for 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 II. Upon surrender of Certificates for cancellation hereof shall not have been cashed prior to the Payment Agent, as applicable, 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 checks would otherwise escheat to or become the property of any governmental authority, any cash in respect of such checks shall, to the extent permitted by law, immediately prior to such time become the property of Wize. Thereafter, Wize shall be 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 responsible for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIunclaimed property obligations.

Payment Procedures. Promptly following the Effective Time, Time (and in any event within five (5) Business Days thereafterDays), Parent and the Surviving Corporation shall 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 (other than Dissenting Company Shares and Owned Company Shares, ) (the “Certificates”); and (ii) non-certificated subject to the last sentence of this Section 2.9(c), uncertificated Shares that represented outstanding Shares (other than Dissenting Company Shares represented by book-entry and Owned Company Shares) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IISection 2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 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), Certificate; by (y) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered shall will 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 IIcancelled. 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 will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x1) 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), Shares; by (y2) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer 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 IIUncertificated 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 (but in no event later than five Business Days following the Effective Time), and in any event within five (5) Business Days thereafter, the Parent and the Surviving Corporation shall 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 immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company whose Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)3.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and that risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and shall be in such form and have such other provisions as agreed between the Parent and the Company), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by Section 3.2(g) in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. The Exchange Fund shall not be used for any purpose other than to fund payments in accordance with this Agreement. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s ’ s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment Paying Agent may reasonably request) in the case of a bookBook-entry transfer of Uncertificated Entry Shares, and such other documents as may customarily be required by the holders 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 Uncertificated Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (subject to any applicable withholding Tax as specified in cash Section 3.2(b)(iii)) equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), multiplied by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The not later than five (5) Business Day following Payment Agent shall accept Agent’s receipt of such Certificates (or affidavit of loss in lieu thereof) or Book-Entry Shares, and transferred Uncertificated 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 practicesshall be cancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the surrender of such Certificates and Uncertificated or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, any amounts payable upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, is properly endorsed or otherwise in proper form for transfer and is accompanied by all documents required to evidence and effect such transfer and to evidence to the Surviving Corporation’s reasonable satisfaction that any applicable Taxes have been paid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.2, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing each Certificate or Book-Entry Share shall be deemed at any Dissenting Company Shares) shall, from and time after the Effective Time, evidence Time to represent only the right to receive upon such surrender and in accordance with the terms hereof the Merger ConsiderationConsideration as contemplated by this Article III. (iii) Notwithstanding anything to the contrary in this Agreement, without interest thereoneach 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 IIAgreement, 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 (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and 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 (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)2.1, (Ax) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates or Book-Entry Shares shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), and (By) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated 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 II. 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 AgentPaying Agent together with, as applicablein the case of Certificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the holders case of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained Book-Entry Shares, receipt by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message,” and such other documents as may customarily be required 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 SharesPaying Agent, the holders holder of such Uncertificated Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), multiplied by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall will be paid or accrued for on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the benefit event of holders a transfer of ownership of Shares that is not registered in the transfer records of the Certificates and Uncertificated Shares on the Merger Consideration payable Company, a check for any cash to be paid upon the due surrender of the Certificate or Book-Entry Share may be paid to such Certificates a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and Uncertificated Shareseffect such transfer and to evidence that any applicable stock transfer Taxes (as defined in Section 3.15(b)) have been paid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 2.2, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing each Certificate or Company Book-Entry Share shall be deemed at any Dissenting Company Shares) shall, from and time after the Effective Time, evidence Time to represent only the right to receive upon such surrender the applicable Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of 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 of which such deduction and withholding were made.

Payment Procedures. Promptly (i) As promptly as practicable following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and 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 (i) a certificate Certificate or certificates (the “Certificates”) which Book-Entry Share that immediately prior to the Effective Time represented outstanding Company Shares, and shares of Common Stock (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ai) a letter of transmittal in customary form reasonably satisfactory transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated 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 IItransmittal 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 Paying Agent, as applicableincluding by the entry through a book-entry transfer agent of the surrender of any Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily and reasonably be required 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 an amount in cash equal to the product obtained by multiplying of (xA) the aggregate number of Company Shares shares of Common Stock represented by such Certificate that were converted into the right to receive holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares and (B) the Merger Consideration pursuant (less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of shares of Common Stock that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to Section 2.7(a)such a transferee if the Certificate formerly representing such shares of Common Stock is presented to the Paying Agent, accompanied by (y) the all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer and other applicable Taxes have been paid or are not applicable. The Merger Consideration, paid in full (less any applicable withholding Taxes) with respect to any share of Common Stock in accordance with the 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 the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder its Subsidiaries, Parent and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BENMerger Sub, as applicable, shall be entitled to receive in exchange for deduct and withhold from any amounts otherwise payable under this Agreement such Company Award amounts as are required to be withheld or deducted under the consideration payable in respect thereof pursuant to Internal Revenue Code of 1986 (the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the 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(aCode”), by (y) the Merger Consideration, and the transferred Uncertificated Shares regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so surrendered deducted or withheld, such deducted or withheld amounts (A) shall forthwith be canceledremitted by the applicable entity to the appropriate Governmental Entity and (B) shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. The Payment Agent shall accept such Certificates parties hereto agree to cooperate in good faith in requesting and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid providing any information or accrued documentation allowing for the benefit reduction or elimination of holders of the Certificates any such deduction and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIwithholding.

Payment Procedures. Promptly (a) As promptly as practicable following the Effective Time, and Agreement Date (but in any no event within five later than two (52) Business Days thereafterfollowing the Agreement Date), Parent and the Surviving Corporation 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 (i) 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, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), which shall specify (A) that delivery of a letter Stock Certificate shall be effected, and risk of transmittal in customary form reasonably satisfactory loss and title to the Company and Parent such Stock Certificate shall pass, only upon proper delivery of such Stock Certificate to Parent, and (B) instructions for use in effecting the surrender of the Stock Certificates (or affidavits upon receipt of loss in lieu thereof) and Uncertificated Shares in exchange for the 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 II. 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 applicablepromptly as practicable following receipt by the Paying Agent of a Letter of Transmittal and IRS Form W-9 or the appropriate version of IRS Form W-8, together with such letter of transmittalas applicable (collectively, the “Exchange Documents”), duly completed and validly executed in accordance 1.9(a)(i), (i) Parent shall cause the Paying Agent to 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 instructions theretoportion 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 [***]) the portion of the Total Closing Merger Consideration payable to such Certificates Company 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 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 (2) years following the Effective Time, Parent shall be entitled to receive in exchange therefor an amount in require the Paying Agent to deliver to Parent or its designated successor or assign all cash equal to amounts that have been deposited with 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 Paying Agent pursuant to Section 2.7(a), by (y) the Merger Consideration1.8, and any and all interest thereon or other income or proceeds thereof, not disbursed to the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder Company Security Holders pursuant to Section 1.9, and Non-Employee RSU Award Holder who provides thereafter the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, Company Security Holders shall be entitled to receive look only to Parent as general creditors thereof with respect to any and all cash amounts that may be payable to such holders pursuant to Section 1.8 upon the due surrender of duly executed Exchange Documents in exchange the manner set forth in Section 1.9(b). No interest shall be payable to the Company Security Holders for such Company Award the consideration payable in respect thereof cash amounts delivered to Parent pursuant to the provisions of this Article II. Upon receipt Section 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 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 SharesParent, the holders of such Uncertificated Shares Paying Agent, the Surviving Corporation nor any party hereto shall be entitled liable to receive in exchange therefor an any Person for any amount in cash equal 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 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 date on which it would otherwise become subject to receive the Merger Consideration pursuant to Section 2.7(a)any abandoned property, by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid escheat or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) similar Law shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions extent permitted by applicable Law, become the property of this Article IIParent, 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 such amount, the “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, ACE Hi and in any event within five (5) Business Days thereafter, Parent and AREH shall provide a joint written instruction to the Surviving Corporation shall cause Escrow Agent directing the Payment 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 (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Sharesbusiness day period, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into AREH shall have the right to receive provide a unilateral notice to the Merger Consideration 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 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 as a result of breaches of post closing obligations not included in Article 12) for AREH Obligations have expired or (y) the termination of the GB Indemnification Escrow Agreement and the satisfaction of the Holdback Condition, ACE Hi and AREH shall provide a 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 immediately available funds to an account designated by ACE Hi in writing to the Escrow Agent. For the avoidance of doubt, ACE Hi’s obligations in respect of Indemnifiable Losses pursuant to Section 2.7(a)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, (A) a letter ACE Hi’s obligations in respect of transmittal in customary form reasonably satisfactory Indemnifiable Losses pursuant to this Agreement shall accrue and ACE Hi shall be obligated to make the applicable payments to the Company AREH Parties and Parent and (B) instructions for use in effecting the surrender of same may be released from the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares 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 II. Upon surrender of Certificates for cancellation to the Payment AgentIndemnification Agreement, as applicable, 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 an amount in cash equal proceed against any and all other assets of ACE Hi and to exercise any and all other rights available under applicable law. In the product obtained by multiplying (x) event of any conflict between the aggregate number terms 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, Indemnification Agreement and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated SharesAgreement, 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIndemnification Agreement shall govern.

Payment Procedures. Promptly following (a) Within thirty (30) days after the Effective Timereceipt 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 event within five ten (510) Business Days thereafterafter receipt of each applicable CVR Payment, 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 Surviving Corporation 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 cause 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) Any portion of any CVR Payment that remains undistributed to any Holder six (6) months after such CVR Payment is received by the Rights Agent from Parent, provided, that the 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 (i) a certificate or certificates (the “Certificates”) which immediately prior any Governmental Body, any such CVR Payment Amount will, to the Effective Time represented outstanding Company Sharesextent permitted by applicable Law, become the property of Parent, free and (ii) non-certificated Company Shares represented by book-entry (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 “Uncertificated Shares”)Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be subject to in each case, whose shares were converted into the right connection with transferring such property to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting such indemnification obligation shall survive the surrender termination of this Agreement, the resignation, replacement or removal 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 II. Upon surrender of Certificates for cancellation to the Payment Rights Agent, as applicable, 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-8BENpayment, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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, termination and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders expiration of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IICVRs.

Payment Procedures. Promptly following the Effective Time, Time (and in any event within five (5) three Business Days thereafterDays), Parent and the Surviving Corporation shall will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i1) a certificate or certificates (the “Certificates”) which that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and shares of Company Restricted Stock) (the “Certificates”); and (ii2) non-certificated uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares represented by book-entry and shares of Company Restricted 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), ) (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IISection ‎2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, together with such letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions theretothereto (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section ‎2.11), the holders of such Certificates shall will 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 Shares Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered shall will 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 IIcancelled. 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 will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (xI) the aggregate number of shares of Company Shares 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), Shares; by (yII) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section ‎2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer 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 IIUncertificated 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 following (a) Purchaser shall pay to Icon the Effective Timeaggregate purchase price for the Media Advertising in the amount of $4,103,125.00 (the “Purchase Price”). All purchases hereunder shall be non-commissionable. The foregoing Purchase Price is an estimate based on the assumption that all Media Advertising purchased will have a Minimum Credit Ratio (as hereafter defined) of 20%, 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 sufficient amount of 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 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 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 Media Advertising shall be made to Icon as follows: (i) Icon will submit to Purchaser 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 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 any event within five the future either hereunder or otherwise. (5v) Business Days thereafterUpon the occurrence of a Purchaser Default as set forth in Section 10 below, Parent the payment and credit terms set forth in this Section 4(c) shall no longer apply and thereafter Purchaser shall be required to deliver the Surviving Corporation shall cause the Payment Agent price for Media Advertising to mail to each holder of record (as of immediately Icon prior to the Effective Timeordering of any of such Media Advertising. In addition, any issued and unpaid invoices not yet due under this Section 4(c) at the time of the occurrence of such Purchaser Default or determination shall become immediately due and payable. (ivi) a certificate All payments by Purchaser shall be by check or certificates (the “Certificates”) which immediately prior wire transfer made payable to the Effective Time represented outstanding Company Sharesorder of Icon International, and (ii) nonInc. Checks shall be addressed as follows: Icon International, Inc., P.▇. ▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇-certificated Company Shares represented by book-entry (the “Uncertificated Shares”)▇▇▇▇. Wire transfers shall be sent as follows: Chase Manhattan Bank, in each caseO▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)▇▇▇ ▇▇▇▇, (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange ▇▇ ▇▇▇▇▇, ABA # 0▇▇▇▇▇▇▇▇, for the Merger Consideration payable account of Icon International, Inc., account # 910 2 737773. (d) In the event Purchaser shall utilize the services of an agent in respect thereof connection with the payment of Icon invoices, Purchaser shall remain liable to Icon (and its assigns) pursuant to the provisions terms of this Article IIAgreement until such agent has fully performed Purchaser’s payment obligations hereunder. Upon surrender of Certificates for cancellation Icon shall have no obligation to the Payment Agentpay any agency commission, as applicableservice or brokers commissions, together with such letter of transmittalsales and use taxes, duly completed and validly executed freight or delivery charges or any other similar add on fees in accordance connection with the instructions thereto, the holders provision of such Certificates shall be entitled Media Advertising or Additional Goods and Services (as hereafter defined) 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 Purchaser pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIAgreement.

Payment Procedures. Promptly following the Effective Time(a) Borrower agrees and acknowledges that Borrower will, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder immediately upon an Event of record (as Default or an Other RF Event of immediately prior to the Effective Time) of Default (i) a certificate or certificates re-register any securities (other than the “Certificates”Excess Cash Flow Certificate) which immediately prior to the Effective Time represented outstanding Company Shares, delivered as Collateral hereunder into Lender's name and (ii) nonsubject to Section 5.5(d) of the Pooling and Servicing Agreement, upon the request of Lender, re-certificated Company Shares represented register the Excess Cash Flow Certificate in the name of a Bankruptcy Remote Entity designated by bookLender. (b) On or prior to the Closing Date, Borrower will provide Trustee under the Pooling and Servicing Agreement with a notice providing for, among other things, all remittances on the Excess Cash Flow Certificate to be paid to Lender to the full extent of Borrower's Obligations to Lender hereunder and Borrower's Other RF Obligations to Lender under the Other Residual Financing Agreements, which notice to Trustee will be irrevocable for so long as any of the Obligations or Other RF Obligations remain outstanding (unless otherwise consented to in writing by Lender). All amounts received in respect of the Excess Cash Flow Certificate or other Collateral will be applied first to satisfy the Obligations and then to satisfy the Other RF Obligations. Any amounts received by Lender in excess of the Obligations and Other RF Obligations due and owing to Lender shall be remitted by Lender to Borrower. (c) All payments to Lender hereunder or under the Note shall be made in immediately available funds, and free and clear of and without deduction for any taxes, levies, duties, charges, counterclaims, set-entry offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than the due date for such payment through the Federal Reserve Fedwire System for credit to the account of Lender (the “Uncertificated Shares”Account No. 140095961 at Chase Manhattan Bank, ABA No. ▇▇▇▇▇▇▇▇▇), in each case, whose shares were converted into the right to receive the Merger Consideration . (d) Any payments made hereunder shall be applied first against costs and expenses due hereunder pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence9.1; then against default interest, if any, of transfer as ; then against interest due on the Payment Agent may reasonably request) in Loan; and thereafter against 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders unpaid principal of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IILoan.

Payment Procedures. Promptly following the Effective Time(a) Borrower agrees and acknowledges that Borrower will, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder immediately upon an Event of record (as Default or an Other RF Event of immediately prior to the Effective Time) of Default (i) a certificate or certificates re-register any securities (other than the “Certificates”Certificate) which immediately prior to the Effective Time represented outstanding Company Shares, delivered as Collateral hereunder into Lender's name and (ii) nonsubject to Section 3.7 of the Trust Agreement, upon the request of Lender, re-certificated Company Shares represented register the Certificate in the name of a Bankruptcy Remote Entity designated by bookLender. (b) On or prior to the Closing Date, Borrower will provide Trust Collateral Agent under the Sale and Servicing Agreement with a notice providing for, among other things, all remittances on the Certificate to be paid to Lender to the full extent of Borrower's Obligations to Lender hereunder and Borrower's Other RF Obligations to Lender under the Other Residual Financing Agreements, which notice to Trust Collateral Agent will be irrevocable for so long as any of the Obligations or Other RF Obligations remain outstanding (unless otherwise consented to in writing by Lender). All amounts received in respect of the Certificate or other Collateral will be applied first to satisfy the Obligations and then to satisfy the Other RF Obligations. Any amounts received by Lender in excess of the Obligations and Other RF Obligations due and owing to Lender shall be remitted by Lender to Borrower. (c) All payments to Lender hereunder or under the Promissory Note shall be made in immediately available funds, and free and clear of and without deduction for any taxes, levies, duties, charges, counterclaims, set-entry offs, fees or withholdings of any nature hereafter imposed, assessed or collected, not later than the due date for such payment through the Federal Reserve Fedwire System for credit to the account of Lender (Account No. 140095961 at Chase Manhattan Bank, ABA No. 021000021, or such other account or accounts as Lender shall specify ▇▇ ▇▇▇▇▇wer in writing no later than one Business Day prior to the “Uncertificated Shares”related due date), in each case, whose shares were converted into the right to receive the Merger Consideration . (d) Any payments made hereunder shall be applied first against costs and expenses due hereunder pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence9.1; then against default interest, if any, of transfer as ; then against interest due on the Payment Agent may reasonably request) in Loans; and thereafter against 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders unpaid principal of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IILoans.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation Merger Sub shall cause the Payment Agent to mail to each holder of record (of Shares 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 (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Company and Parent Payment Agent); and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits transfer of loss in lieu thereof) and the Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender Each holder of Certificates for cancellation to the Payment Agent, as applicable, 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 have been 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 Merger Consideration in respect thereof pursuant of the Shares represented by a Certificate or Uncertificated Share, upon (x) surrender to the provisions Payment Agent of this Article II. Upon a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Payment Agent, or (y) 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. Until so surrendered or transferred, as the holders of case may be, from and after the Effective Time each such Certificate or Uncertificated Shares Share 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 represent for all purposes only the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. If Certificates are presented to the Surviving Corporation after the Effective Time for any reason, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article I. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. (i) Promptly following the Effective Time, and in any event within five (5) Business Days thereafterHoldco, Parent Parent, Midco and the Surviving Corporation Company shall cause the Payment Paying Agent to mail (or in the case of the Depositary Trust Company, deliver) to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) Company Shares, including Company Shares which immediately prior to the Effective Time were (i) represented outstanding Company Shares, by a certificate or certificates (the "Certificates") and (ii) non-certificated Company Shares not represented by book-entry a certificate or certificates (the “"Uncertificated Shares”), in each case, whose shares ") which were converted cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 2.7(a3.1(b), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent and Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), and/or (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) 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 for cancellation to the Payment Agent, Paying Agent or to such other agent or agents as applicablemay 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 obtained by multiplying (x) of the aggregate number of Company Shares represented by such Certificate that were converted into Certificates multiplied by the right to receive the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a3.1(b) (less any applicable withholding Taxes payable in respect thereof), 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 Upon receipt by the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” confirmation by the Payment Agent (or such other evidence, if any, of transfer as Company that the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated SharesShares have been canceled, 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) of the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into multiplied by the right to receive the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a3.1(b) (less any applicable withholding Taxes payable in respect thereof), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates and transferred such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Company Shares represented by the Certificates and the holders of such Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated SharesShares pursuant to this Section 3.2. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII. (ii) Prior to the Effective Time, the Parent Parties and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (x) the Paying Agent will transmit to the Depositary promptly following the Effective Time an amount in cash in immediately available funds equal to the product of (1) the number of ADSs issued and outstanding immediately prior to the Effective Time multiplied by (2) the Per ADS Merger Consideration and (y) the Depositary will distribute the Per ADS Merger Consideration to ADS holders upon surrender by them of the ADSs. Pursuant to the Deposit Agreement, the ADS holders will pay any applicable fees, charges and expenses of the Depositary and government charges (including withholding Taxes if any) due to or incurred by the Depositary in connection with the cancellation of the ADSs surrendered and distribution of the aggregate Per ADS Merger Consideration to ADS holders. No interest will be paid or accrued on any amount payable in respect of the ADSs.

Payment Procedures. Promptly following the Effective Time, and in any event within Within five (5) Business Days thereafterdays following the Closing Date, Parent and or the Surviving Corporation Exchange Agent 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 (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary the form reasonably satisfactory set forth in Exhibit D (a “Letter of Transmittal”) and a Joinder to each Preferred Stockholder at the address or e-mail address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the Company and extent any of such documents have previously been received by Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant prior to the provisions of this Article IIClosing from such Stockholder). Upon surrender of Certificates for cancellation Promptly (but in no event more than five Business Days) following delivery to the Payment AgentExchange Agent of a duly completed and executed Letter of Transmittal, as applicable, together with Joinder and any applicable tax forms that the Exchange Agent may reasonably require in connection therewith (except to the extent any of such letter of transmittaldocuments have previously been received by Parent prior to the Closing from such Stockholder) (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and a certificate representing shares of Company Capital Stock, if any (the holders “Company Stock Table of such Certificates Contents Certificates”), (i) Parent shall be entitled cause the Exchange Agent to receive in exchange therefor an amount in cash equal pay to the product obtained by multiplying (x) the aggregate number of Stockholder for delivering such Exchange Documents and Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidenceStock Certificates, if any, the cash portion 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon in respect thereto pursuant to Section 1.6(b)(i) at Closing as set forth in the surrender Payment Spreadsheet and (ii) Parent shall cause its transfer agent to issue to the Stockholder the shares of such Certificates Parent Common Stock issuable in respect thereto pursuant to Section 1.6(b)(i) as set forth in the Payment Spreadsheet, and Uncertificated Sharesthe Company Stock Certificate so surrendered, if any, shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective TimeTime will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger ConsiderationConsideration payable hereunder in exchange for shares of Company Capital Stock (without interest). Subject to Section 1.7(e), without interest thereon, payable in respect thereof pursuant no portion of the Merger Consideration will be paid to the provisions holder of this Article IIany unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate (if any) and validly executed Exchange Documents pursuant hereto. 1.5 A new Section 1.7(k) of the Merger Agreement is hereby added as follows:

Payment Procedures. (i) Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation 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 (ix) represented by a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (iiy) non-certificated Company Shares not represented by book-entry a certificate or certificates (the “Uncertificated Shares”), in each case, whose shares ) which were converted cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 2.7(a3.1(b) (and excluding, for the avoidance of doubt, the Excluded Shares), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. 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 Agent, Paying Agent or to such other agent or agents as applicablemay 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 obtained by multiplying (x) of the aggregate number of Company Shares represented by such Certificate that were converted into Certificates multiplied by the right to receive the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a3.1(b) (less any applicable withholding Taxes payable in respect thereof), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceledcancelled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides Upon receipt by the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” confirmation by the Payment Agent (or such other evidence, if any, of transfer as Company that the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated SharesShares 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 obtained by multiplying (x) of the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into multiplied by the right to receive the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a3.1(b) (less any applicable withholding Taxes payable in respect thereof), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates and transferred such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Company Shares represented by the Certificates and the holders of such Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated SharesShares pursuant to this Section 3.2. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII. (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 following the Effective Time, (and in any event within five (5) Business Days thereafterDays) following the Effective Time, Parent and the Surviving Corporation Merger Sub 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 Common Stock (other than Dissenting Company Shares, and ) (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) 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, Agent or to such other agent or agents as applicablemay 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 product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 ConsiderationIII, and the transferred Uncertificated Shares Certificates so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, Consideration payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent Investor and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which that immediately prior to the Effective Time represented outstanding shares of Company Shares, Common Stock and (ii) non-certificated uncertificated shares of Company Shares represented by book-entry 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(a2.7(a)(i), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Payment Agent) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IISection 2.7(a)(i). Upon surrender of Certificates for cancellation to the Payment Agent, Agent or to such other agent or agents as applicablemay be appointed by Investor, 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 Shares Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a2.7(a)(i), by (y) the Merger ConsiderationConsideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. Each NonIn the case of a book-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-8BENentry transfer of Uncertificated Shares, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon 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 (or and 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 shares of Company Shares 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(a2.7(a)(i), by (y) the Merger ConsiderationConsideration (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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated SharesConsideration. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time, and but in any no event within five more than two (52) Business Days thereafterafter the Closing Date, Parent and the Surviving Corporation shall cause the Payment Exchange Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time) , of (i) a an outstanding certificate or certificates (the “Certificates”) which that immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Eligible Shares represented by book-entry (the “Uncertificated SharesCertificates”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal (“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 Exchange Agent, and which shall be in a customary form reasonably satisfactory and agreed to by Parent and the Company prior to the Company Closing) and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits for payment of loss in lieu thereof) and Uncertificated Shares in exchange for 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 II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicablea 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 an amount (A) one or more shares of Parent Common Stock (which shall be in cash equal to uncertificated book-entry form) representing, in the product obtained by multiplying (x) aggregate, the aggregate whole number of Company Shares represented by shares of Parent Common Stock, if any, that such Certificate that were converted into holder has the right to receive the Merger Consideration pursuant to Section 2.7(a), 3.1 (after taking into account all Eligible Shares then held by such holder) and (yB) a check in the Merger Consideration, and amount equal to 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 cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.4(i) and in respect thereof of any post-Effective Time dividends and other distributions with respect to Parent Common Stock payable pursuant to Section 3.4(g). As promptly as practicable after the Effective Time and in any event not later than the third Business Day thereafter, the Surviving Company shall cause the Exchange Agent to issue and send to each holder of uncertificated Eligible Shares represented by book entry (“Book-Entry Shares”) (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 this Article II. Upon receipt of an “agent’s message” by the Payment Agent Section 3.1(b)(i) (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) which shall be in the case of a uncertificated book-entry transfer of Uncertificated Shares, form) and (2) a check in 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 cash payable in lieu of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration any fractional shares of Parent Common Stock pursuant to Section 2.7(a), by (y3.4(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 an executed Letter of Transmittal to the Merger ConsiderationExchange Agent, and the transferred Uncertificated such Book-Entry Shares so surrendered shall forthwith then 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 practicescancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender Certificates or Book-Entry Shares, as applicable. Payment of the Merger Consideration is to be made only to a Person that is the record holder of such Certificates shares of Company Common Stock, and Uncertificated Sharesit 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 satisfaction of Parent that such Taxes either have been paid or are not applicable. Until so surrenderedsurrendered as contemplated by this Section 3.4(b)(ii), outstanding Certificates each Certificate and Uncertificated Shares (other than Certificates and Uncertificated Shares representing each Book-Entry Share shall be deemed at any Dissenting Company Shares) shall, from and time after the Effective Time, evidence Time to represent only the right to receive upon such surrender the Merger Consideration, without interest thereon, 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 IIany 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 following (i) As soon as reasonably practicable after the Effective Time, Time and in any event within five (5) not later than the second Business Days thereafterDay following the Closing Date, Parent and 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 (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in customary form reasonably satisfactory lieu thereof) or Book-Entry Shares to the Company Paying Agent and Parent shall be in such form and have such other provisions as is customary), and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Consideration. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent, as applicable, 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 shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, effective affidavits of transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a bookor Book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Entry Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying of (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated 's properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), by and (y) the Merger Consideration, 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 practicesConsideration (less any applicable withholding Taxes). No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. (iii) The Paying Agent, the Company, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable under this Agreement such Certificates and Uncertificated Sharesamounts 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. Until To the extent that amounts are so surrendereddeducted or withheld, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable Person in respect thereof pursuant to the provisions of this Article IIwhich such deduction or withholding was properly made.

Payment Procedures. (i) Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and 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 (iA) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, Shares and (iiB) non-certificated uncertificated Company Shares represented by book-entry (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(a), 2.7 (Ax) a letter of transmittal in customary form reasonably satisfactory for a Cayman Islands incorporated company (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent and Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), and/or (By) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates (or affidavits of loss in lieu thereof as provided in Section 2.11) for cancellation to the Payment Agent, Paying Agent or to such other agent or agents as applicablemay 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 product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate that were converted into the right to receive the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a2.7(a)(ii) (less any applicable withholding Taxes payable pursuant to Section 2.8(e) in respect thereof), by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of transfer as the Payment 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 for the cancellation of such Uncertificated Shares 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 Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a2.7(a)(ii) (less any applicable withholding Taxes payable pursuant to Section 2.8(e) in respect thereof), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered 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. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. (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 (a) If the Effective TimeMilestone occurs at any time prior to the expiration of the Milestone Period, then, on or prior to the Milestone Payment Date, Parent Holdco will deliver or cause to be delivered to the Rights Agent (i) a certificate (the “Milestone Achievement Certificate”) certifying the date of the satisfaction of the Milestone and that the Holders are entitled to receive the Milestone Payment and (ii) a wire transfer of immediately available funds to an account designated by the Rights Agent, in the aggregate amount equal to the number of CVRs (as reflected in the CVR Register) then outstanding multiplied by the amount of the Milestone Payment (the “Aggregate Milestone Payment”). After receipt of the wire transfer described in the foregoing sentence, the Rights Agent will promptly (and in any event event, within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Agent Days) pay (x) by one lump sum wire payment to mail to each DTC for any Holder who is a former street name holder of record Shares and (as of immediately prior y) for all other Holders, by check mailed, first-class postage prepaid, to the Effective Time) address of (i) a certificate each Holder set forth in the CVR Register or certificates (by other method of delivery as specified by the “Certificates”) which immediately prior applicable Holder in writing to the Effective Time represented outstanding Company Shares, Rights Agent (such amount in (x) and (iiy) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”)together, in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 Aggregate Milestone Payment). The Rights Agent shall hold the product obtained by multiplying Aggregate Milestone Payment in a non-interest bearing account until such payment is made in accordance with the foregoing sentence. Notwithstanding the foregoing, in no event shall Parent Holdco be required to pay the Milestone Payment more than once and Parent Holdco shall not be required to pay the Milestone Payment if the Milestone occurs after the expiration of the Milestone Period. (xb) Parent Holdco or 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 Rights Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for deduct or withhold from the Milestone Payment, if payable, such Company Award the consideration payable in amounts as may be required to be deducted or withheld with respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by Milestone Payment or CVR under 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 ConsiderationCode, and the transferred Uncertificated Shares so surrendered shall forthwith rules and regulations thereunder, or any other applicable provision of state, local or foreign Law relating to Taxes, as may be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid reasonably determined by Parent Holdco or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.the

Payment Procedures. Promptly following the Effective Time, and in any event within not more than five (5) Business Days thereafter, Parent and the Surviving Corporation shall 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 Common Stock (other than Dissenting Company Shares and Owned Company Shares, ) (the “Certificates”); and (ii) non-certificated uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares represented by book-entry and Owned Company Shares) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ) (A) a letter of transmittal in customary form and reasonably satisfactory acceptable to the Company (which will specify that delivery will be effected, and Parent risk of loss and title to the Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IISection 2.7. Upon Subject to Section 2.10(g), upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 product obtained by multiplying (x) the aggregate number of shares of Company Shares Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered shall will forthwith be canceledcancelled. 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-8BENSubject to Section 2.10(g), as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon 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 will be entitled to receive receive, and the Payment Agent shall promptly pay, in exchange therefor therefor, an amount in cash equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares 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), Shares; by (y2) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 2.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer 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 IIUncertificated 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 following the Effective Time, Time (and in any event within five (5) Business Days thereafterDays), Parent and the Surviving Corporation shall 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 (other than Dissenting Company Shares and Owned Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated SharesCertificates”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon proper delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article IISection 1.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 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 ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificates so surrendered shall will 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 IIcancelled. 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 shall will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x1) 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), Shares; by (y2) the Merger ConsiderationPer Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section 1.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, will be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationPer 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 IIPayment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 1.7.

Payment Procedures. Promptly following (a) If any Milestone is achieved, then Parent shall deliver to the Effective TimeRights 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 event within five ten (510) 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, except as would be inconsistent with such LOI, (A) with respect to any such Holder that is due an amount in excess of $100,000 in the aggregate 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 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 Rights Agent to deliver) to 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 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 and 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 cause 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 Agent Amount to mail to each holder of record (the applicable Holder, such Milestone Payment Amount has not been paid as of immediately prior to the Effective Timedate on which such Milestone Payment Amount would otherwise escheat to or become property of any Governmental Body, such Milestone Payment Amount shall become, to the extent permitted by applicable Laws, the property of Parent or its designee, free and clear of all claims or interest of any Person previously entitled thereto. (f) 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 certificate or certificates (the “Certificates”) which immediately prior any Milestone Payment Amounts in respect of CVRs received with respect to the Effective Time represented outstanding Company SharesShares pursuant to the 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) non-certificated Company Shares represented by book-entry Milestone Payment Amounts paid in respect of each CVR that was received with respect to Covered Equity Awards pursuant to the Merger Agreement (with respect to clause (ii), the “Uncertificated SharesCovered Milestone Payments”), for all U.S. federal and applicable state and local income Tax purposes, as wages in each casethe year in which the Milestone Payment Amount is paid. Notwithstanding the foregoing, whose shares were converted into Parent shall, and shall cause the right Surviving Corporation to, report imputed interest on the Milestone Payment Amounts in respect of CVRs received with respect to receive the Shares pursuant to the Merger Consideration Agreement pursuant to Section 2.7(a), 483 of the Code. (Ag) a letter of transmittal Notwithstanding anything in customary form reasonably satisfactory this Section 2.4 to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof contrary, any Covered Milestone Payment will be paid pursuant to the provisions terms of this Article II. Upon surrender Section 3.8(b) of Certificates for cancellation the Merger Agreement and will not be delivered by Parent to the Payment Rights Agent, as applicable, 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 II. 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be otherwise paid or accrued for payable by Parent or the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrenderedRights Agent, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of under this Article IIAgreement.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates At least 30 (the “Certificates”thirty) which immediately days prior to a Payment Date, MCC will submit an invoice (substantially in the Effective Time represented outstanding Company Shares, and form of invoice provided in Schedule (ii2) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (Ahereto) a letter of transmittal in customary form reasonably satisfactory to the Company Escrow Agent and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment AgentCompany, as applicable, together with such letter of transmittal, duly completed and validly executed prepared in accordance with the instructions theretoFinancing Agreement and reflecting the amounts due on the immediately next scheduled Payment Date and the Escrow Agent shall pay the invoice amount on the Payment Date, to MCC the required payment by wire transfer to the address set forth on such invoice, from the Service Account and in the event of shortfall, to the extent required from the Reserve Account, subject to the availability of such funds in the Reserve Account. Notwithstanding the foregoing, the holders Company may, from time to time, upon its request in writing to MCC at least ten (10) days prior to a particular Payment Date, with MCC's prior written consent, not be unreasonably withheld, elect to make payment of amounts due under any Promissory Note, directly to MCC, and MCC, in such event, agrees not to draw on the Accounts for such payment. The Escrow Agent is authorized by the Company to effect payment in accordance with the invoice of MCC, which shall be deemed to be conclusive evidence of the amount payable by the Company to MCC. The payments will be made to MCC by conversion of the funds in the Service Account (and to the extent of shortfall if any, from the Reserve Account) into US Dollars, subject to SBP making US dollar funds available for repatriation to MCC at the official rate of exchange. It will be the sole responsibility of the Company to provide all the necessary documents to the Escrow Agent, required for approvals form the SBP, for the repatriation of said payments at least 28 calendar days before the Payment Date. The Company will also copy a set of these documents to MCC simultaneously. The Escrow Agent undertakes to ensure that the documents are submitted to the SBP within a period of 10 calendar days of the receipt of documents. In the event the Escrow Agent fails to do so, all cost, losses or charges incurred by the Company or MCC as a direct result of such Certificates failure shall be entitled for the account of the Escrow Agent. (ii) At least 30 (thirty) days prior to receive any due date for payment of interest/profit/▇▇▇▇-up or principal in exchange therefor an amount respect of Approved Loans, the Company shall notify the Escrow Agent and MCC in cash equal writing, of amounts required to be paid along with details of the Lender, break-up of principal and interest/profit/▇▇▇▇-up and the due date for payment substantially in the form of advance provided in Schedule (3) hereto ("the Approved Loan Payment Advice"). Unless notice is received in writing from MCC by the Escrow Agent, countermanding the Approved Loan Payment Advice at least 10 (ten) days prior to the product obtained date of payment, stating that as per determination of MCC, a breach under the Finance Agreement will occur if such payment is made; the Escrow Agent will make payment in accordance with the Approved Loan Payment Advice from the Service Account. In case of any shortfall in the Service Account, funds in the Reserve Account will only be utilized if and to the extent that written waiver is issued by multiplying (x) MCC in favour of the aggregate number Company for doing so and such waiver is notified to the Escrow Agent prior to the due date of Company Shares represented by such Certificate that were converted into payment in accordance with the right Approved Loan Payment Advice. The Escrow Agent is authorized to receive effect payment in accordance with the Merger Consideration pursuant to Section 2.7(a)Approved Loan Payment Advice, 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, which shall be entitled deemed to receive in exchange for such Company Award the consideration be conclusive evidence of amounts payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIApproved Loans.

Payment Procedures. (i) Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent and the Surviving Corporation 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 (ix) represented by a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (iiy) non-certificated Company Shares not represented by book-entry a certificate or certificates (the “Uncertificated Shares”), in each case, whose shares ) which were converted cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 2.7(a3.1(b) (and excluding, for the avoidance of doubt, the Excluded Shares), (A) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Paying Agent), and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Promptly after a Dissenting Shareholder has effectively withdrawn or lost his, her or its appraisal rights under the Cayman Companies Law, 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 Agent, Paying Agent or to such other agent or agents as applicablemay 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 obtained by multiplying (x) of the aggregate number of Company Shares represented by such Certificate that were converted into Certificates multiplied by the right to receive the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a3.1(b) (less any applicable withholding Taxes payable in respect thereof), 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 Upon receipt by the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” confirmation by the Payment Agent (or such other evidence, if any, of transfer as Company that the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated SharesShares have been canceled, 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) of the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into multiplied by the right to receive the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a3.1(b) (less any applicable withholding Taxes payable in respect thereof), by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates and transferred such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Company Shares represented by the Certificates and the holders of such Uncertificated Shares on the aggregate Per Share Merger Consideration payable upon the surrender of such Certificates and cancellation of Uncertificated SharesShares pursuant to this Section 3.2. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII. (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 due to Dissenting Shareholders and shareholders of the Company who are untraceable shall be returned to the Surviving Company on demand and held in a non-interest bearing bank account for the benefit of Dissenting Shareholders and shareholders of the Company (including holders of ADSs) who are untraceable. Monies unclaimed after a period of seven (7) years from the Closing Date shall be forfeited and shall revert to the Surviving Company.

Payment Procedures. Promptly following the Effective Time, and in any event within five (5) Business Days thereafter, Parent Newco and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right Common Stock who is entitled to receive the Merger Consideration Per Share Price pursuant to Section 2.7(a), 2.7(a)(i): (Ai) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company and Parent Certificates shall pass, only upon delivery of the Certificates to the Payment Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration Per Share Price payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, Agent or to such other agent or agents as applicablemay be appointed by Newco, 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 by the instructions, the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Shares represented Common Stock evidenced by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a)Certificate, by (y) the Merger ConsiderationPer Share Price (less any applicable withholding taxes payable in respect thereof), without any interest thereon, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price payable upon the surrender of such Certificates and Uncertificated Sharespursuant to this Section 2.8. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger ConsiderationPer Share Price (less any applicable withholding taxes payable in respect thereof), without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. Promptly following the Effective Time, Newco and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Common Stock who is entitled to receive the Per Share Price pursuant to Section 2.7(a)(i) represented by book-entry on the records of the Company or the Company’s transfer agent on behalf of the Company: (A) a letter of transmittal in customary form and (B) instructions for use in effecting the surrender of the book-entry shares in exchange for the Per Share Price payable in respect thereof pursuant to the provisions of Article II. Upon return of a duly completed and validly executed letter of transmittal (in accordance with the instructions thereto), and such other documents that may be required by the instructions, the holders of such book-entry shares shall be entitled to receive in exchange thereof a check in an amount equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock held by such holder immediately prior to the Effective Time, and (y) the Per Share Price, less any applicable withholding taxes payable in respect thereof, without any interest thereon.

Payment Procedures. Promptly following the Effective Time, Closing (and in any event within five (5) three Business Days thereafterfollowing the Closing), Parent and the Surviving Corporation shall 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 Common Stock (other than Dissenting Company Shares and Owned Company Shares, and as applicable) (the “Certificates”); (ii) non-certificated uncertificated shares of Company Common Stock (other than Dissenting Company Shares represented by book-entry and Owned Company Shares, as applicable) (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), ): (A) a letter of transmittal in customary form reasonably satisfactory (which will specify that delivery will be effected, and risk of loss and title to the Company and Parent Certificates will pass, only upon delivery of the Certificates to the Payment Agent); and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares Shares, as applicable, in exchange for the Merger Consideration Per Share Price, payable in respect thereof pursuant to the provisions of this Article IISection ‎2.7. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 product obtained by multiplying (x) the aggregate number of shares of Company Shares Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y) the Merger ConsiderationPer Share Price (subject to any applicable withholding in accordance with Section ‎2.13), and the Certificates so surrendered shall will 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 IIcancelled. 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 will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares 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), Shares; by (y2) the Merger ConsiderationPer Share Price (subject to any applicable withholding in accordance with Section ‎2.13), and the transferred Uncertificated Shares so surrendered shall forthwith will be canceledcancelled. 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration Per Share Price, payable upon the surrender of such Certificates and Uncertificated SharesShares pursuant to this Section ‎2.10(c). Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, 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 IIUncertificated 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 following (a) The Borrowers hereby authorize the Effective TimeAgent to charge the Loan Account with the amount of all interest, fees, expenses and in any event within five other payments to be made hereunder and under the other Loan Documents. The Agent may, but shall not be obligated to, discharge the Borrowers' payment obligations hereunder by so charging the Loan Account. (5b) Business Days thereafterEach payment by a Borrower on account of principal, Parent interest, fees or expenses hereunder shall be made to the Agent for the benefit of the Agent and the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior Lenders according to the Effective Time) their respective rights thereto. All payments to be made by the Borrowers hereunder and under the Notes, whether on account of (i) a certificate principal, interest, fees or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon surrender of Certificates for cancellation to the Payment Agent, as applicable, 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 applicableotherwise, shall be entitled made without setoff, deduction or counterclaim and shall be made prior to receive in exchange for such Company Award 2:00 P.M. (Chicago time) on the consideration payable in respect due date thereof pursuant to the provisions Agent, for the account of this Article II. Upon receipt of an “agent’s message” by the Lenders (except as expressly otherwise provided), at the Agent's U.S. Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) Account in the case of a book-entry transfer the U.S. Borrowers' Obligations and at the Agent's Cdn. Payment Account in the case of Uncertificated Sharesthe Cdn. Borrower's Obligations and in immediately available funds. Except for payments which are expressly provided to be made to the account of the Agent only, the holders Agent shall distribute all payments to the applicable Lenders on the Business Day following receipt in like funds as received. Notwithstanding anything to the contrary contained in this Agreement, if a Lender exercises its right of setoff under Section 11.3 or otherwise, any amounts so recovered shall promptly be shared by such Uncertificated Shares Lender with the other Lenders according to their respective Pro Rata Shares. (c) Whenever any payment to be made hereunder shall be entitled stated to receive in exchange therefor an amount in cash equal to be due on a day that is not a Business Day, the product obtained by multiplying (x) payment may be made on the aggregate number next succeeding Business Day and such extension 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 transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest time shall be paid or accrued for included in the benefit of holders computation of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender amount of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIdue hereunder.

Payment Procedures. (i) Promptly following after the Effective Time, and Time (but in any no event within more than five (5) Business Days thereafter), Parent and the Surviving Corporation shall cause the Payment Paying Agent to mail to each Person who was, at the Effective Time, a holder of record (as of immediately prior to the Effective Time) of (iA) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares Common Stock represented by booka Certificate or (B) Book-entry Entry Shares not held, directly or indirectly, through DTC (the “Uncertificated Shares”), in each case, whose other than shares were converted into the right of Company Common Stock to receive the Merger Consideration pursuant to be canceled in accordance with Section 2.7(a2.01(b), shares of Company Restricted Stock and Appraisal Shares) (A1) a letter of transmittal in customary form reasonably satisfactory (which shall specify that delivery shall be effected, and risk of loss and title to the Company Certificates or such Book-Entry Shares, as applicable, shall pass only on surrender of the Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.02(d)) or such Book-Entry Shares, as applicable, to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to such Book-Entry Shares) as Parent and the Company may reasonably agree prior to the Closing Date) and (B2) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereofof the Certificates, as provided in Section 2.02(d)) and Uncertificated or such Book-Entry Shares in exchange for payment of the Merger Consideration payable as provided in Section 2.01(c). (ii) With respect thereof to Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees, as promptly as practicable after the Effective Time, on surrender of shares of Company Common Stock (other than shares of Company Common Stock to be canceled in accordance with Section 2.01(b), shares of Company Restricted Stock and Appraisal Shares) held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries, the Merger Consideration into which such shares are converted pursuant to the provisions of this Article II. Upon Section 2.01(c). (iii) On surrender of shares of Company Common Stock (other than shares of Company Common Stock to be canceled in accordance with Section 2.01(b), shares of Company Restricted Stock and Appraisal Shares) that (A) are represented by Certificates, by physical surrender of such Certificates for cancellation to (or affidavits of loss in lieu of the Payment AgentCertificates, as applicable, provided in Section 2.02(d)) together with such the 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 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(aPaying Agent), (B) are Book-Entry Shares not held through DTC, by (y) the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Each Nonbook-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of transfer surrender with respect to such Book-Entry Shares, as the Payment Paying Agent may reasonably requestrequest pursuant to the terms and conditions of the Paying Agent Agreement) or (C) are Book-Entry Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the case of a book-entry transfer of Uncertificated SharesCompany, Parent, the holders Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 2.02(b)(ii), the holder of such Uncertificated Shares Certificate (or affidavit of loss in lieu of the Certificates, as provided in Section 2.02(d)) or Book-Entry Share shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number Merger Consideration for each share of Company Shares Common Stock formerly represented by such holder’s transferred Uncertificated Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. (iv) In the case of shares of Company Common Stock that are represented by Certificates, if payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (A) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Payment of the applicable Merger Consideration with respect to Book-Entry Shares that were converted into shall only be made to the Person in whose name such Book-Entry Shares are registered. (v) Until surrendered as contemplated by this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration pursuant to Section 2.7(a), as contemplated by (y) the Merger Consideration, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following the Effective Time(a) The Rights Agent shall, and in any event within five one (51) Business Days thereafter, Day of receipt of a certificate delivered jointly by Parent and the Surviving Corporation shall cause Company pursuant to this Section 2.4, certifying that a CPR Payment Amount is payable to Holders, pay the applicable CPR Payment Agent to mail Amount to each holder such Holder (the amount to which each Holder is entitled to receive calculated by multiplying the applicable CPR Payment Amount by the number of record (CPRs held by such Holder as reflected on the CPR Register) by check mailed to the address of each Holder as reflected in the CPR Register as of immediately the close of business on the last Business Day prior to such CPR Payment Date. For the Effective Timeavoidance of doubt, the parties hereby acknowledge that, pursuant to the Merger Agreement, Holders will become entitled to receive the (i) Offer Consideration on the Acceptance Date, or in the case of a “subsequent offering period” as provided in Section 1.01(b) of the Merger Agreement, on the date or dates of acceptance by Merger Sub of Company Common Stock tendered during such period, or (ii) the Merger Consideration upon the closing of the Merger and that, accordingly, in the case of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated above, the Parent and the Company Shares represented by book-entry (shall deliver the “Uncertificated Shares”)foregoing certificate, in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter of transmittal in customary form reasonably satisfactory including payment directions to the Company and Rights Agent with respect to each applicable CPR Payment Date. (b) Parent and (B) instructions for use in effecting or 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 II. Upon surrender of Certificates for cancellation to the Payment AgentCompany, as applicable, together with such letter of transmittal, duly completed and validly executed the surviving corporation 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-8BENMerger, as applicablethe case may be, shall be entitled to receive in exchange deduct and withhold, or cause to be deducted or withheld, from each CPR Payment Amount otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax law. To the extent that amounts are so withheld and paid over to or deposited with the relevant Governmental Entity, such withheld amounts shall be treated for such Company Award all purposes of this Agreement as having been paid to the consideration payable Holder in respect thereof of which such deduction and withholding was made. Prior to making any such tax withholdings or causing any such tax withholdings to be made with respect to any Holder, the Rights Agent shall, to the extent practicable, provide notice to the Holder of such potential withholding and a reasonable opportunity for the Holder to provide any necessary tax forms (including an IRS Form W-9 or an applicable IRS Form W-8) in order to avoid or reduce such withholding amounts. (c) Parent agrees to treat, and to cause the Rights Agent to treat, all payments on the CPRs as representing consideration for the sale of shares of Company Common Stock pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by Merger Agreement for all tax and tax reporting purposes, except to the Payment Agent (or such other evidenceextent, if any, of transfer as the Payment Agent may reasonably request) in the case of that a book-entry transfer of Uncertificated Shares, the holders portion of such Uncertificated Shares shall payments is required to be entitled to receive in exchange therefor an amount in cash equal to treated as imputed interest. If applicable, Parent and 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 Rights Agent will determine and report imputed interest amounts pursuant to Section 2.7(a)483 or 1274 of the Code. The CPRs shall not be treated as an interest in a joint venture or partnership for tax purposes. (d) Any portion of the CPR Payment Amount that remains undistributed to the Holders for 180 days after any CPR Payment Date shall be delivered by the Rights Agent to Parent, by (y) the Merger Considerationupon demand, and the transferred Uncertificated Shares so surrendered any Holder 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 thereafter look only to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued Parent for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender payment of such Certificates and Uncertificated Shares. Until so surrenderedCPR Payment Amount, outstanding Certificates and Uncertificated Shares (other but shall have no greater rights against Parent than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right may be accorded to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions general unsecured creditors of this Article IIParent under applicable law.

Payment Procedures. Promptly following (a) No later than the Effective Timelater of (i) 15 days after the date hereof or (ii) 30 days after the completion of the audit of the Company’s consolidated financial statements for the fiscal year ended December 31, 2013 (which audit shall be performed by M▇▇▇▇ S▇▇▇▇▇▇▇ in a manner substantially consistent with past practice, including with respect to timing thereof), Parent will (i) prepare and deliver to the Rights Agent a notice (the “Payment Notice”) (A) indicating whether a Payment Amount is due to the Holders (or whether there is a Negative Payment Amount) and (B) setting forth the amount of the Payment Amount (or Negative Payment Amount, as applicable) and a reasonable calculation of each component thereof, and (ii) if a Payment Amount is due, cause an amount of cash equal to the Payment Amount to be deposited with the Rights Agent for payment to the Holders in accordance with the provisions of this Section 2.4; provided that, in connection with the preparation of the Payment Notice and calculation of the Payment Amount (if any), and prior to such delivery, Parent shall reasonably consult with the Special Committee and its legal and financial advisors. Subject to the provisions of Section 4.3, in the event of a Negative Payment Amount, no payment shall be made by Parent under this Agreement. (b) No later than 30 days after the expiration of the applicable tax statute of limitation as determined in accordance with Section 6501 of the Code (including any extensions thereof) with respect to the Final Tax Year, which shall mean the third anniversary of the filing of a properly completed and executed return unless an extension of the statute of limitations has been requested by and given to the Taxing Authorities, Parent will (i) deliver to the Rights Agent a notice (the “Deferred Notice”) indicating whether a Deferred Amount is due to the Holders and setting forth the amount thereof and (B) if a Deferred Amount is due, cause an amount of cash equal to the Deferred Amount to be deposited with the Rights Agent for payment to the Holders in accordance with the provisions of this Section 2.4. (c) The Rights Agent will promptly, and in any event within five (5) Business Days thereafterof receipt of a CVR Notice (as well as any letter of instruction from Parent reasonably requested by the Rights Agent), Parent and the Surviving Corporation shall cause the Payment Agent to mail send to each holder Holder at such Holder’s registered address a copy of record (the CVR Notice. If a CVR Payment is due to the Holders, then at the time the Rights Agent sends a copy of the CVR Notice to the Holders, the Rights Agent will also pay such CVR Payment to each Holder by check mailed to the address of each Holder as reflected in the CVR Register as of immediately the close of business on the last Business Day prior to the Effective Time) date of (i) a certificate or certificates (the “Certificates”) such payment. The amount which immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the “Uncertificated Shares”), in each case, whose shares were converted into the right Holder is entitled to receive will be the Merger Consideration pursuant CVR Payment multiplied by the number of Contingent Value Rights held by such Holder as reflected on the CVR Register; provided, however, that any Contingent Value Rights otherwise issuable to Section 2.7(a), (A) holders of shares of Company Common Stock who have perfected and not withdrawn a letter of transmittal in customary form reasonably satisfactory to the Company and Parent and (B) instructions demand 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 appraisal rights pursuant to the provisions of this Article IISections 607.1302 et seq. Upon surrender of Certificates for cancellation the FBCA shall, to the extent the Holdback Amount reflects the amount attributable to such shares, be deemed to be outstanding for purposes of determining the amount to be paid per Contingent Value Right, but Parent shall be paid the amount which would otherwise be paid in respect of the Contingent Value Rights associated with such shares. (d) Parent shall be entitled to deduct or withhold, or cause the Rights Agent to deduct or withhold, from any CVR Payment otherwise payable pursuant to this Agreement such amounts as may be required to be deducted or withheld therefrom under the Code, the Treasury Regulations thereunder, or any other applicable Tax Law, as may reasonably be determined by Parent or the Rights Agent. Prior to making any such Tax withholdings or causing any such Tax withholdings to be made with respect to any Holder, Parent shall instruct the Rights Agent to solicit any necessary Tax forms (including an IRS Form W-9 or W-8) from Holders subject to Tax withholding within a reasonable amount of time in order to provide the opportunity for such Holders to return such forms and avoid or reduce the amount of the withholding. To the extent any amounts are so deducted or withheld, such amounts shall be treated for all purposes under this Agreement as having been paid to the Holders to whom such amounts would otherwise have been paid. (e) Any funds comprising the cash deposited with the Rights Agent for the payment of a CVR Payment (including any Payment Shortfall) under Sections 2.4(a), 2.4(b) or 4.3(b), as applicable, 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 that remain undistributed to the product obtained Holders six (6) months after the date of delivery by multiplying (x) the aggregate number Rights Agent to the Holder of Company Shares represented the related CVR Notice, will be delivered by such Certificate that were converted into the right Rights Agent to receive the Merger Consideration pursuant to Section 2.7(a)Parent, by (y) the Merger Considerationupon demand, and the Certificates so surrendered shall forthwith be canceled. Each Non-Employee Option any Holder and Non-Employee RSU Award Holder of Contingent Value Rights who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive has not theretofore received payment in exchange for such Company Award CVRs will thereafter look only to Parent for payment of the consideration payable CVR Payment in respect thereof thereof, without interest. (f) Neither Parent nor the Rights Agent will be liable to any Holder or other Person in respect of any CVR Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If, despite Parent’s and/or the provisions of this Article II. Upon receipt of an “agentRights Agent’s message” by the commercially reasonable efforts to deliver a CVR 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 applicable Holder, such CVR Payment has not been paid immediately prior to the earlier of (xi) the aggregate number 12-month anniversary 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 date hereof and (yii) the Merger Considerationdate on which such CVR Payment would otherwise escheat to or become the property of any Governmental Authority, and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The any such CVR Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates and Uncertificated Shares. Until so surrenderedwill, outstanding Certificates and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, from and after the Effective Time, evidence only the right to receive the Merger Consideration, without interest thereon, payable in respect thereof pursuant to the provisions extent permitted by applicable Law, become the property of this Article IIParent, free and clear of all claims or interest of any Holder or other Person previously entitled thereto.

Payment Procedures. (i) Promptly following the Effective Time, (and in any event within five (5Business Days) Business Days thereafterfollowing the Effective Time, Parent and the Surviving Corporation Merger Sub shall cause the Payment Agent to mail to each holder of record of Company Shares whose Company Shares were converted into the Common Offer Price or the Series D Offer Price, as applicable, pursuant to Section 2.7 (as A) a letter of immediately prior transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which that immediately prior to the Effective Time represented outstanding Company Shares, and (ii) non-certificated Company Shares represented by book-entry (the collectively, “Uncertificated SharesCertificates”)) shall pass, in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) a letter only upon delivery of transmittal in customary form reasonably satisfactory Certificates to the Company Payment Agent (and shall be in such form and have such other provisions as Parent may reasonably determine (in consultation with the Company)) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Merger Consideration Common Offer Price or the Series D Offer Price, as applicable, payable in respect thereof pursuant to the provisions of this Article II. 2. (ii) Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent, as applicable, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and any other documents that as may customarily be required by the holders Payment Agent, the holder 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 Nonor Book-Employee Option Holder and Non-Employee RSU Award Holder who provides the Paying Agent a completed and duly executed Form W-9 or Form W-8BEN, as applicable, shall be entitled to receive in exchange for such Company Award the consideration payable in respect thereof pursuant to the provisions of this Article II. Upon receipt of an “agent’s message” by the Payment Agent (or such other 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 Entry Shares shall be entitled to receive in exchange therefor an the amount in of cash equal to the product obtained by multiplying (x) the aggregate number of into which Company Shares theretofore represented by such holder’s transferred Uncertificated Certificates or Book-Entry Shares that were shall have been converted into the right to receive the Merger Consideration pursuant to Section 2.7(a2.7 (subject to any required Tax withholding), by (y) the Merger Consideration, and the transferred Uncertificated . Any Certificates or Book-Entry Shares so surrendered shall forthwith immediately be canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect affect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on the Merger Consideration any amount payable upon the surrender of such Certificates and Uncertificated or Book-Entry Shares. Until so surrendered, outstanding Certificates and Uncertificated or Book-Entry Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, shall be deemed from and after the Effective Time, Time to evidence only the right to receive the Merger ConsiderationCommon Offer Price or the Series D Offer Price, without interest thereonas applicable, payable in respect thereof pursuant to the provisions of this Article II2.

Payment Procedures. (i) Promptly following the Effective TimeClosing, (and in any event within five (5) three Business Days thereafterfollowing the Closing), Parent Parent, the Surviving Corporation and the Surviving Corporation shall LLC will cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time and the LLC Merger Effective Time) of (i) a certificate or certificates (the “Certificates”) which that immediately prior to the Effective Time represented (A) outstanding shares of Company Common Stock (other than Dissenting Company Shares and Cancelled Company Shares, as applicable) and (B) outstanding Opco Common Units (other than the Cancelled Opco Units and the Excluded Opco Units, as applicable) (the “Certificates”); or (ii) non-certificated (A) uncertificated shares of Company Common Stock (other than Dissenting Company Shares represented by book-entry and Cancelled Company Shares, as applicable) (the “Uncertificated Shares”)) and (B) uncertificated units of Opco (other than the Cancelled Opco Units and the Excluded Opco Units, in each case, whose shares were converted into as applicable) (the right to receive the Merger Consideration pursuant to Section 2.7(a), (A) “Uncertificated Units”): a letter of transmittal in customary form reasonably satisfactory (which will specify, among other things, that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon delivery of the Certificates to the Payment Agent) and Parent and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) and Uncertificated Shares Shares, as applicable, in exchange for the Merger Consideration Per Share Price and the Opco Per Unit Price, as applicable, payable in respect thereof pursuant to the provisions of this Article II. Section 2.6 and Section 2.7. (ii) Upon surrender of Certificates for cancellation to the Payment Agent, as if applicable, 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, as applicable, (a) in exchange therefor an amount in cash equal to the sum of the product obtained by multiplying (x) the aggregate number of shares of Class A Common Stock and Class B Common Stock, as applicable, represented by such Certificate; by (y) the applicable Per Share Price (subject to any applicable withholding in accordance with Section 2.12), and the Certificates so surrendered will forthwith be cancelled or (b) in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares Opco Common Units represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7(a), Certificate; by (y) the Merger ConsiderationOpco Per Unit Price (subject to any applicable withholding in accordance with Section 2.12), and the Certificates so surrendered shall will 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 IIcancelled. 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 will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x1) the aggregate number of shares of Company Shares 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), Shares; by (y2) the Merger Considerationapplicable Per Share Price (subject to any applicable withholding in accordance with Section 2.12), and the transferred Uncertificated Shares so surrendered shall forthwith will 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 Units, the holders of such Uncertificated Units will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of Opco Common Units represented by such holder’s transferred Uncertificated Units; by (2) the Opco Per Unit Price (subject to any applicable withholding in accordance with Section 2.12), and the transferred Uncertificated Units so surrendered will be cancelled. The Payment Agent shall will accept such Certificates Certificates, transferred Uncertificated Shares and transferred Uncertificated Shares Units 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. No interest shall will be paid or accrued for the benefit of holders of the Certificates Certificates, Uncertificated Shares and Uncertificated Shares Units on the Merger Consideration Per Share Price or the Opco Per Unit Price, as applicable, payable upon the surrender of such Certificates Certificates, Uncertificated Shares and Uncertificated SharesUnits pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates Certificates, Uncertificated Shares and Uncertificated Shares (other than Certificates and Uncertificated Shares representing any Dissenting Company Shares) shall, Units will be deemed from and after the Effective Time, or the LLC Merger Effective Time, as applicable, to evidence only the right to receive the Merger ConsiderationPer Share Price, or the Opco Per Unit Price, as applicable, without interest thereon, payable in respect thereof pursuant to Section 2.6 and Section 2.7. Notwithstanding anything to the provisions contrary in this Agreement, no holder of this Article IIUncertificated Shares or Uncertificated Units 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 2.6 and Section 2.7.