Common use of Payment Procedures Clause in Contracts

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (A) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation will instruct Saturn shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary as of Parentthe Effective Time) of a Certificate certificate or Certificates whichcertificates (the “Certificates”), which immediately prior to the Effective Time, evidenced Time represented the outstanding shares of Company Nova Common Stock (converted into the "Certificates")right to receive the portion of the Merger Consideration payable for such shares of Nova Common Stock, (Ai) a form of letter of transmittal in customary form (which will (x) shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have (y) shall contain such other provisions as Saturn may reasonably specify and (z) shall be subject to the Surviving Corporation reasonably may specifyreview and reasonable approval of Nova prior to the Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment the portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Saturn, together with such letter of transmittal, duly executed, completed and such other customary documents as may be required pursuant to such instructionsvalidly executed in accordance with the instructions thereto, the holder holders of such Certificate will Certificates formerly representing Nova Common Stock shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product portion of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon for such shares of Nova Common Stock, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates shall be deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the respective portion of the Merger Consideration to which such person is entitled by virtue thereof. As promptly as practicable following surrender of any Certificate. If payment is such Certificates, the Paying Agent shall deliver to be made to a person other than the person in whose name record holders thereof, without interest, the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason portion of the payment Merger Consideration to a person other than the registered which such holder is entitled upon surrender of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationsaid Certificates.

Payment Procedures. As soon as reasonably practicable Promptly (but in any event within five (5) Business Days) after the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other provisions as the Surviving Corporation Parent may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in respect thereof exchange therefor the amount of cash in an amount equal into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the product Certificate so surrendered shall forthwith be canceled. In the event of (1) the number a transfer of ownership of shares of Company Common Stock represented by such Certificate and (2) that is not registered in the Merger Considerationtransfer records of the Company, and the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered registered if such Certificate is registered, it will be a condition of payment that the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or and other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.2(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of shares of Class A Stock (other than Parent or any Subsidiary of ParentExcluded Shares and Company Awards) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and will shall be in such form and have such other provisions as the Surviving Corporation may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the “Transmittal Documents“), the holder of such Certificate will or Book-Entry Share shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product Merger Consideration for each share of (1) the number of shares of Company Common Class A Stock formerly represented by such Certificate and (2) the Merger Considerationor Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered will forthwith shall thereupon be cancelledcanceled. No interest will be paid or accrued on In the event of a transfer of ownership of Class A Stock that is not registered in the transfer records of the Company, the Merger Consideration payable upon may be issued and paid in accordance with this Article II to the surrender transferee of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that such shares if the Certificate so surrendered will be evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and that the person Person requesting such payment will of the Merger Consideration must either pay any transfer Transfer Tax or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the Certificate so surrendered Certificate or established establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive receive, upon such surrender, the Merger ConsiderationConsideration for each share of Class A Stock (other than Excluded Shares, Company Awards and any Dissenting Shares) formerly represented by such Certificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after the Effective TimeThe CCRPC shall pay, the Surviving Corporation will instruct the Paying Agent or cause to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichbe paid, immediately prior to the Effective TimeSUBGRANTEE progress payments which may be monthly or as otherwise agreed to by the parties for actual costs incurred as determined by using cost records for each Task and expense line items such as labor, evidenced outstanding shares benefits and direct and indirect costs of Company Common Stock (the "Certificates"), (A) a form of letter of transmittal (which will specify that delivery will required services covered by this Agreement. Requests for payment shall be effected, accompanied by progress reports and risk of loss and title be made directly to the Certificates will passCCRPC, only upon proper delivery of for all work. Request for payment for sub-consultant activities shall be included with the Certificates to the Paying Agent, SUBGRANTEE’s submittals and will be in such form documented separately. The CCRPC shall pay for all approved services, expenses and have such other provisions as materials accomplished or used during the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender period of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executedthis Agreement, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate only that effort will be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelledincluded on invoices under this Agreement. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to The above payments shall be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered promptly in accordance with applicable STATE and Federal regulations. The CCRPC shall seek to make payments within sixty (60) days of receipt of an invoice from the SUBGRANTEE. All payments by the CCRPC under this Agreement will be made in reliance upon the accuracy of all prior representations by the SUBGRANTEE including but not limited to bills, invoices, progress reports and other proofs of work. The completion of the Agreement is subject to the availability of funds. Written reports delivered under the terms of this Agreement shall be printed using both sides of the page whenever practical. Payment must be requested using an invoice showing the name of project, period in which work is completed, amount billed for the period of work completed, amount billed to date and balance by task. Progress Reports must be submitted with each invoice. Invoice and supporting documentation shall be submitted electronically to ▇▇▇ ▇▇▇▇▇▇▇▇, Senior Planner at ▇▇▇▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇ and also to ▇▇▇▇▇▇ ▇▇▇▇▇, Senior Business Manager at ▇▇▇▇▇▇@▇▇▇▇▇▇▇.▇▇▇. Attachments C & D & E are provisions that flow down from CCRPC’s Agreement with the State of Vermont to the SUBGRANTEE, and therefore become a part of this Agreement, as applicable. Should any of the provisions of this Section 3.2(b)(i)be contradictory or in conflict with another, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will the provisions flowing down from the specific funding source from CCRPC’s Agreement shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.primary. ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will shall instruct the Paying Agent to mail to each holder of record (other than Parent the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1x) the number of shares of Company Common Stock represented by such Certificate and (2y) the Merger Consideration, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that the Certificate so surrendered will shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i3.3(b), each Certificate (other than Certificates representing Shares owned by Parent the Company or Parent, Sub or any other Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Payment Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates which, certificates which immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Time represented Shares (the "Certificates"), the following documents: (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Payment Agent and will shall be in such form and have such other provisions as the Surviving Corporation Levy Acquisition Co. may reasonably may specify) ); and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in exchange therefor the Merger Consideration payable with respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock Shares represented by such Certificate and (2) pursuant to the Merger Considerationprovisions of this Article II, and the Certificate so surrendered will shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Levy Acquisition Co. so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration payable upon the surrender of any Certificate. If payment is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that transferee if the Certificate so surrendered will be properly endorsed or otherwise in proper form for representing such Shares is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicablepaid. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree to prior to the Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavit of loss thereof) or Book-Entry Share for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will or Book-Entry Share shall be entitled to receive in respect thereof cash exchange therefor a check in an amount equal to the product of (1x) the number of shares of Company Common Stock previously represented by such Certificate and (2or affidavit of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, and the Certificate or Book-Entry Shares so surrendered will shall forthwith be cancelled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book-Entry Share is registered, it will shall be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered such Certificate or Book-Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will forthwith shall immediately be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record of Company Common Stock, (other than Parent i) a certificate or any Subsidiary certificates (each, a “Certificate”), which as of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock (Stock, the "Certificates")Restricted Shares or the Company RSUs, that were canceled or converted and became instead the right to receive the Merger Consideration pursuant to Section 2.1(a) or Section 2.4, (Aii) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and will which shall be in such form and shall have such other customary provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree prior to the Closing Date) and (Biii) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof) for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall, subject to Section 2.3, be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person requesting such payment will pay any shall have paid all transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the such Certificate surrendered Certificate or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II, without interest.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent to will mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior Common Shares whose Common Shares were converted into the right to receive the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), Merger Consideration pursuant to Section 2.1 (A) a form of letter of transmittal (which will specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares to the Paying Agent, Agent and will shall be in such form and have such other provisions as Parent and the Surviving Corporation Company shall reasonably may specifydetermine) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares in exchange for payment of the Merger Consideration. . (ii) Upon surrender of a Certificate for cancellation Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate Certificates or Book-Entry Shares will be entitled to receive in respect thereof cash exchange therefor a payment in an amount equal to the product of (1x) the number of shares of Company Common Stock Shares formerly represented by such Certificate and holder’s properly surrendered Certificates (2or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares multiplied by (y) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Common Shares that is not registered in the transfer or stock records of the Company, the Merger Consideration payable to be paid upon the due surrender of any Certificate. If payment is the Certificate formerly representing such Common Shares may be paid to be made to such a person other than the person in whose name the surrendered transferee if such Certificate is registeredpresented to the Paying Agent, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and to evidence that the person requesting such payment will pay any applicable stock transfer or other taxes Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Common Shares or any holder of Company Stock Options, Company Performance Shares or Company RSUs, such amounts as are required by reason to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the payment “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to a person other than the registered making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts will be treated for all purposes of this Agreement as having been paid to the holder of the surrendered Certificate Common Shares, Company Stock Options, Company Performance Shares or established to the satisfaction Company RSUs in respect of the Surviving Corporation that which or whom such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationdeduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior Shares whose Shares were converted into the Merger Consideration pursuant to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates")this ARTICLE II, (A) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, and will be in such form and have such other provisions the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as the Surviving Corporation reasonably may specifyapplicable) and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. . (ii) Upon surrender of a Certificate for cancellation Certificates or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will Certificates or Book-Entry Shares shall be entitled to receive in respect thereof cash exchange therefor a check in an amount equal to the product of (1x) the number of shares of Company Common Stock Shares represented by such Certificate and holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (2y) the Merger ConsiderationConsideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, and a check for any cash to be paid upon due surrender of the Certificate so surrendered will forthwith be cancelled. No interest will may be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to such a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that transferee if the Certificate so surrendered will be properly endorsed or otherwise in proper form for formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger Consideration, and the such Certificate so surrendered will shall be forthwith be cancelled. No interest will be paid or accrued on The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as the case may be, in accordance with the provisions of this Section 3.2(b)(i)3.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time shall represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record (other than Parent or a) If a Payment Triggering Event occurs at any Subsidiary of Parent) of a Certificate or Certificates which, immediately time prior to the Effective Timetermination of this Agreement then, evidenced outstanding shares within 10 calendar days after the occurrence of such Payment Triggering Event, the Company Common Stock will deliver to the Rights Agent (i) an Officer’s Certificate certifying the date of the Payment Triggering Event, the amount of the payment and that the Holders are entitled to receive the applicable Payment Amount in respect thereof (the "Certificates"“Payment Triggering Event Notice”), and (Aii) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title an amount in cash equal to the Certificates applicable Payment Amount (for further distribution to the Holders in accordance with the terms hereof) by wire transfer of immediately available funds to an account designated by the Rights Agent. (b) Upon receipt of either the Payment Amount or the wire transfer referred to in Section 2.3(a), the Rights Agent will passpromptly (and in any event within 10 Business Days) pay, only by check mailed, first-class postage prepaid, to the address of each Holder set forth in the CVR Register at such time or by other method of delivery as specified by the applicable Holder in writing to the Rights Agent, an amount in cash equal to such Holder’s Pro Rata Share of the applicable Payment Amount. (c) With respect to any Payment Amount that is paid to the Company or an Affiliate of the Company, the Company shall have no further liability in respect of such Payment Amount upon proper delivery of the Certificates relevant funds to the Paying Agent, Rights Agent in accordance with Section 2.3(a). (d) The Company and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Rights Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will be entitled to receive in respect thereof cash in an amount equal deduct and withhold, or cause to the product of (1) the number of shares of Company Common Stock represented by such Certificate be deducted and (2) the Merger Considerationwithheld, and the Certificate so surrendered will forthwith be cancelled. No interest will from any amounts required to be paid or accrued on distributed under this Agreement (including any Payment Amount payable pursuant to this Agreement), such amounts as it is required to deduct and withhold with respect to the Merger Consideration payable upon making of such payment or distribution (including in respect of the surrender distribution of CVRs) under any Certificateprovision of applicable Law relating to Taxes. If payment is To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be treated for all purposes of this Agreement as having been paid or distributed to the Holder in respect of which such deduction and withholding was made. Prior to making any such Tax deductions or withholdings or causing any such Tax deductions or withholdings to be made with respect to any Holder, the Rights Agent will, to the extent reasonably practicable, provide notice to the Holder of such potential Tax deduction or withholding and a person other than reasonable opportunity for the person Holder to provide any necessary Tax forms in whose name order to avoid or reduce such withholding amounts; provided, that the surrendered Certificate is registered, it time period for payment of a Payment Amount by the Rights Agent set forth in Section 2.3(b) will be extended by a condition 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 Business Days, unless otherwise requested by the Holder for the purpose of delivering such forms and agreed to by the Rights Agent. The Rights Agent will solicit from each Holder an appropriate Internal Revenue Service Form W-8 or Internal Revenue Service Form W-9, as applicable on or prior to any distribution or other payment to such Holder to permit any payment of any Payment Amount to be made without deduction or withholding of any US. backup withholding taxes or taxes imposed pursuant to Sections 1471 through 1474 of the U.S. Internal Revenue Code, as amended (the “Code”). (e) Any portion of a Payment Amount that remains undistributed to the Certificate so surrendered Holders on the date that is six months after the Rights Agent’s receipt of the applicable Payment Triggering Event Notice (including by means of uncashed checks or invalid addresses on the CVR Register) will be properly endorsed delivered by the Rights Agent to the Company or a Person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), and any Holder will thereafter look only to the Company for payment of such Payment Amount (which shall be without interest). (f) If any Payment Amount (or portion thereof) remains unclaimed by a Holder on the date that is four years after the Rights Agent’s receipt of the applicable Payment Triggering Event Notice or the Payment Amount (or immediately prior to such earlier date on which such Payment Amount would otherwise escheat to or become the property of any governmental authority), then: (i) such Payment Amount (or portion thereof) will, to the extent permitted by applicable Law, become the property of the Company and will be transferred to the Company or a Person nominated in proper form for transfer writing by the Company (with written notice thereof from the Company to the Rights Agent), free and that clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor, and (ii) the person requesting CVRs to which such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered relate shall be deemed abandoned in accordance with Section 2.5 and shall no longer be deemed outstanding for any purpose (including for purposes of calculating a Holder’s Pro Rata Share). Neither the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) Company nor the Rights Agent will be deemed at liable to any time after Person in respect of a Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law. In addition to and not in limitation of any other indemnity obligation herein, the Effective Time Company agrees to represent for all purposes only indemnify and hold harmless the right Rights Agent with respect to receive any liability, penalty, cost or expense the Merger ConsiderationRights Agent may incur or be subject to in connection with transferring such property to the Company or a public official.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent and the Surviving Corporation will instruct shall cause the Paying Payment Agent to mail to each holder of record (other than Parent a certificate or any Subsidiary of Parent) of a Certificate or Certificates which, certificates which immediately prior to the Effective Time, Time evidenced outstanding shares of Company Common Stock Shares (the "Certificates"), (Ai) a form Letter of letter of transmittal (which will specify Transmittal specifying that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.8(e)) to the Paying Payment Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate for cancellation or submission of an affidavit of loss in lieu thereof in accordance with Section 2.8(e) herein to the Paying Payment Agent together with such letter Letter of transmittalTransmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash exchange therefor and the Payment Agent shall send to the holder of such Certificate a check in an the amount (after giving effect to any required tax withholdings) equal to the product of (1) Merger Consideration multiplied by the number of shares of Company Common Stock Shares theretofore represented by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will shall forthwith be cancelledcanceled. Such payment shall be mailed promptly after receipt of such Certificate together with a properly completed Letter of Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until so surrendered, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration, without interest thereon. If any portion of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of to such payment that the Certificate so surrendered will shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay to the Payment Agent any transfer or other taxes required by reason as a result of the such payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation Payment Agent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationpayable.

Payment Procedures. As soon as reasonably practicable after the Effective Time(a) All payments of any facility fees, closing fees, Letter of Credit fees, Agent'sEfees, or other fees hereunder and of principal of, and interest on, the Surviving Corporation will instruct Loans, other than Foreign Currency Bid-Option Loans, and of reimbursement obligations in respect of Letters of Credit shall be made in Dollars and in funds immediately available at the Paying Agent'sEprincipal office in Detroit, Michigan not later than 1:00 p.m. (Detroit time) on the date on which such payment shall become due. All payments of principal of, and interest on, the Foreign Currency Bid-Option Loans shall be made in the currencies in which such Loans are denominated and in funds immediately available, freely transferable and cleared at the office or branch from which the Loan was made under Section 3.5(c) not later than 3:00 p.m. local time on the date on which such payment shall become due. Promptly upon receipt of any payment of principal of the Foreign Currency Bid-Option Loans the Bank receiving such payment shall give written notice to the Agent by telex or telecopy of the receipt of such payment, which notice shall be substantially in the form attached hereto as ExhibitEI. Whenever any payment of principal of, or interest on, the Loans or of any fee shall be due on a day which is not a Business Day, the date for payment thereof shall be extended to the next succeeding Business Day (unless as a result thereof, in respect of Eurodollar Rate Loans, such date would fall in the next calendar month, in which case it shall be advanced to the next preceding Business Day) and, in the case of a payment of principal, interest thereon shall be payable for any such extended time. (b) Payments of principal of or interest on Existing Loans shall be promptly distributed by the Existing Agent to mail each Existing Bank ratably in proportion to each holder Existing Bank's Existing Commitment. Payments of record (other than Parent or principal of Syndicated Loans that comprise a Syndicated Borrowing, including any Subsidiary Substitute Loan made by a Bank as part of Parent) of a Certificate or Certificates whichany Fixed Base Rate Syndicated Borrowing, immediately prior shall be promptly distributed by the Agent to the Effective Time, evidenced outstanding Banks that made such Syndicated Loans ratably in proportion to their respective shares of the outstanding principal amount of such Syndicated Borrowing. Payments of interest on Syndicated Loans that comprise a Syndicated Borrowing, including any Substitute Loan made by a Bank as part of any Fixed Base Rate Syndicated Borrowing, shall be promptly distributed by the Agent to the Banks that made such Syndicated Loans so that each such Bank receives a portion of such payment equal to the amount of interest then owing to such Bank on such Loans multiplied by a fraction, the denominator of which is the total amount of interest then owing to all such Banks on such Loans and the numerator of which is the amount of such payment. Payments of principal of or interest on any Dollar Bid-Option Loans that comprise a Dollar Bid-Option Borrowing shall be promptly distributed by the Agent to the Banks that made such Dollar Bid-Option Loans ratably in accordance with their respective Dollar Bid-Option Percentages. (c) During any period when Dollar Bid-Option Loans are outstanding, if the Agent cannot reasonably determine whether a particular payment received by the Agent from the Company Common Stock was MASCOTECH, INC. CREDIT AGREEMENT (i) if such payment is of principal, ratably in accordance with the "Certificates"aggregate principal amount of each such type of Loans on which payment is then due, and (ii) if such payment is of interest, ratably in accordance with the aggregate amount of interest that is then due on each such type of Loans. After such apportionment, (i) the Agent shall distribute the portion of the payment received and allocated to the Syndicated Loans (including Substitute Loans) to the Banks as provided for payments of principal of or interest on, as the case may be, Syndicated Loans under Section 4.4(b), and (ii) the portion of the payment received and allocated to the Dollar Bid-Option Loans on which a payment is then due shall first be allocated among the different Dollar Bid-Option Borrowings of which such Dollar Bid-Option Loans are a part (A) a form if such payment is of letter principal, ratably in accordance with the aggregate principal amount of transmittal (which will specify that delivery will be effectedeach such Dollar Bid-Option Borrowing, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with if such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registeredof interest, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered ratably in accordance with the provisions aggregate amount of this interest that is then due on each such Dollar Bid-Option Borrowing. After such allocation, the Agent shall distribute the amount allocated to each Dollar Bid-Option Borrowing to the Banks that made the Dollar Bid-Option Loans comprising such Dollar Bid-Option Borrowing ratably in accordance with their respective Dollar Bid-Option Percentages. (d) Any prepayments of Bid-Option Loans made under Section 3.2(b)(i)4.2(d) may be applied to any one or more Bid-Option Borrowings as the Company may select; provided that such payments shall be applied by the Agent, each Certificate (other than Certificates representing Shares owned in the case of Dollar Bid-Option Loans, or made directly by Parent the Company, in the case of Foreign Currency Bid-Option Loans, to the Banks participating in any such Bid-Option Borrowing ratably in accordance with their respective Dollar Bid-Option Percentages or any Subsidiary of Parent) will be deemed at any time after Foreign Currency Bid-Option Percentages, as the Effective Time to represent for all purposes only the right to receive the Merger Considerationcase may be.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), Parent and the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichPerson who was, immediately prior to at the Effective Time, evidenced outstanding a holder of record of Company Common Stock (other than the shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Surviving Corporation Company may reasonably may specifyagree prior to the Closing Date) and (Bii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancellation cancelation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent or Parent), the holder of such Certificate will or Book Entry Share shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger Considerationor Book Entry Share, and the Certificate or Book Entry Share so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book Entry Share is registered, it will shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.03, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Parent and the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichPerson who was, immediately prior to at the Effective Time, evidenced outstanding a holder of record of Certificates (other than (A) the Certificates representing Appraisal Shares to be treated in accordance with Section 2.07 and (B) the Certificates representing shares of Company Common Stock to be canceled or converted in accordance with Section 2.01(b)) (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree prior to the Closing Date) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate for cancellation cancelation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (1) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (2) the person Person requesting such payment will pay shall have paid (or caused to be paid) any transfer or and other taxes Taxes required to be paid by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.02.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichperson who was, immediately prior to at the Effective Time, evidenced outstanding shares a holder of Company Common Stock record of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (the "Certificates"), (Ai) a form of letter of transmittal (which will shall be in customary form and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agent cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on exchange therefor the Merger Consideration payable upon for each Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. In the surrender event of any Certificate. If a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment is to of the Merger Consideration may be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will is registered if the Certificate representing such Shares shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment will pay any shall have paid all transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the surrendered such Certificate or established to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)3.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time all times after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration to which the holder of such Certificate is entitled pursuant to this Article 3 No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article 3.

Payment Procedures. As soon as reasonably practicable after (a) No later than forty-five (45) days following the Effective Timeend of each Calendar Quarter during the CVR Term beginning with the Calendar Quarter ending on [•], commencing with the first CVR Payment Period in which the Company or its Affiliates receives Gross Proceeds, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior Company shall deliver to the Effective Time, evidenced outstanding shares of Company Common Stock (Rights Agent a CVR Payment Statement for the "Certificates"), (A) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to such CVR Payment Period. Concurrent with the Certificates will pass, only upon proper delivery of each CVR Payment Statement, on the Certificates to the Paying Agent, terms and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender conditions of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsthis Agreement, the holder of such Certificate will be entitled to receive Company shall pay the Rights Agent in respect thereof cash in U.S. dollars an amount equal to eighty percent (80%) of the product Net Proceeds (if any) (subject to the proviso in the definition of the term “CVR Payment”) for the applicable CVR Payment Period. Such amount of Net Proceeds will be transferred by wire transfer of immediately available funds to an account designated in writing by the Rights Agent not less than twenty (120) Business Days prior to the number date of shares the applicable payment. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in any event, within ten (10) Business Days) pay, by check mailed, first-class postage prepaid, to the address each Holder set forth in the CVR Register at such time or by other method of deliver as specified by the applicable Holder in writing to the Rights Agent, an amount equal to such Holder’s CVR Payment Amount. The Rights Agent shall as soon as practicable after receipt of a CVR Payment Statement under this Section 2.4(b), send each Holder at its registered address a copy of such statement. For the avoidance of doubt the Company Common Stock represented shall have no further liability in respect of the relevant CVR Payment upon delivery of such CVR Payment in accordance with this Section 2.4(b) and the satisfaction of each of the Company’s obligations set forth in this Section 2.4(b). (b) The Rights Agent shall solicit from each Holder an IRS Form W-9 or applicable IRS Form W-8 at such time or times as is necessary to permit any payment under this Agreement to be made without U.S. federal backup withholding. That notwithstanding, the Company shall be entitled to deduct and withhold and hereby authorizes the Rights Agent to deduct and withhold, any tax or similar governmental charge or levy, that is required to be deducted or withheld under applicable law from any amounts payable pursuant to this Agreement (“Withholding Taxes”). To the extent the amounts are so withheld by the Company or the Rights Agent, as the case may be, and paid over to the appropriate Governmental Authority, such Certificate withheld amounts shall be treated for all purposes of this Agreement as having been paid to the person in respect of whom such deduction and withholding was made. In the event the Company becomes aware that a payment under this Agreement is subject to Withholding Taxes (other than U.S. federal backup withholding), the Company shall use commercially reasonable efforts to provide written notice to the Rights Agent and the Rights Agent shall use commercially reasonable efforts to provide written notice of such Withholding Taxes to the applicable Holders and the Company and the Holders shall use commercially reasonable efforts cooperate with one another to minimize taxes required by applicable law to be withheld or deducted from any payments made under this Agreement. For the avoidance of doubt, in the event that notice has been provided to an applicable Holder pursuant to this Section 2.4(c), no further notice shall be required to be given for any future payments of such Withholding Tax. The Company will use commercially reasonable efforts to provide withholding and reporting instructions in writing (email being sufficient) to the Rights Agent from time to time as relevant, and upon reasonable request of the Rights Agent. The Rights Agent shall have no responsibilities with respect to tax withholding, reporting or payment except as set forth herein or as specifically instructed by the Company. (c) Any portion of a CVR Payment that remains undistributed to the Holders six (6) months after the applicable Calendar Quarter end (including by means of uncashed checks or invalid addresses on the CVR Register) will be delivered by the Rights Agent to the Company or a person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), and any Holder will thereafter look only to the Company for payment of such CVR Payment (which shall be without interest). (d) If any CVR Payment (or portion thereof) remains unclaimed by a Holder two (2) years after the Merger Considerationapplicable Calendar Quarter end (or immediately prior to such earlier date on which such CVR Payment would otherwise escheat to or become the property of any Governmental Authority), such CVR Payment (or portion thereof) will, to the extent permitted by applicable Law, become the property of the Company and will be transferred to the Company or a person nominated in writing by the Company (with written notice thereof from the Company to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor. Neither the Certificate so surrendered will forthwith be cancelled. No interest Company nor the Rights Agent will be paid liable to any Person in respect of a CVR Payment delivered to a public official pursuant to any applicable abandoned property, escheat or accrued on the Merger Consideration payable upon the surrender similar legal requirement under applicable Law. In addition to and not in limitation of any Certificate. If payment is other indemnity obligation herein, the Company agrees to indemnify and hold harmless the Rights Agent with respect to any liability, penalty, cost or expense the Rights Agent may incur or be made subject to in connection with transferring such property to the Company, a public office or a person other than nominated in writing by the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationCompany.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior whose shares were converted into the right to receive the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"Merger Consideration pursuant to Section 2.1(a), (Ai) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will shall be entitled to receive in respect thereof exchange therefor the amount of cash in an amount equal to into which the product of (1) the aggregate number of shares of Company Common Stock previously represented by such Certificate and (2) the Merger Considerationshall have been converted pursuant to Section 2.1(a), and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the Merger Consideration payable upon event of a transfer of ownership of Company Common Stock that is not registered in the surrender transfer records of any Certificate. If the Company, payment is to may be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it will be a condition of payment that the if such Certificate so surrendered will shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation Parent that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive receive, upon surrender of such Certificate, the Merger ConsiderationConsideration into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.1(a). No interest shall be paid or accrue on any cash payable upon surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three business days thereafter), Parent and the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichPerson who was, immediately prior to at the Effective Time, evidenced outstanding shares a holder of record of Company Common Stock (other than the "Certificates"Company Common Stock to be canceled in accordance with Section 2.01(b), ) (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Surviving Corporation Company may reasonably may specifyagree prior to the Closing Date) and (Bii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate or a Book Entry Share for cancellation cancelation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will or Book Entry Share shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger Considerationor Book Entry Share, and the Certificate or Book Entry Share so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book Entry Share is registered, it will shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II.

Payment Procedures. As soon as reasonably practicable after the Effective Time, but in no event later than four (4) business days after the Surviving Corporation will instruct Effective Time (assuming the Paying Company has provided to Acquiror an electronic list of the names, addresses, and tax identification numbers of the Company Stockholders and the information provided in the certificate in Section 6.08 at least one (1) business day prior to the Effective Time), Acquiror shall cause the Exchange Agent to mail to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates (other than Parent or any Subsidiary of Parenteach a "Certificate" and collectively, the "Certificates") of a Certificate or Certificates which, that immediately prior to the Effective Time, Time evidenced outstanding shares of Company Common Stock (the "Certificates"excluding any shares described in Sections 2.01(c), ): (Ai) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment therefor. The Exchange Agent shall provide to the Company (for delivery to the Company Stockholders) all such documentation in advance of the Merger ConsiderationEffective Time, but in any event not less than one (1) week prior to the Closing Date. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying Agent Certificate, together with such letter of transmittal, transmittal duly executed, executed and such any other customary documents as may be required pursuant to such instructionsdocuments, the holder of such Certificate will shall be entitled to receive in respect thereof cash exchange therefor the applicable consideration set forth in an amount equal to Section 2.01, and such Certificate shall forthwith be canceled. In the product event of (1) the number a surrender of a Certificate representing shares of Company Common Stock represented by which are not registered in the transfer records of the Company under the name of the Person surrendering such Certificate and (2) Certificate, a certificate representing the Merger Consideration, and proper number of shares of Acquiror Common Stock may be issued to a Person other than the Person in whose name the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered registered if (x) such Certificate is registered, it will be a condition of payment that the Certificate so surrendered will shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and that the person requesting such payment will issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any transfer or other taxes Taxes required by reason of the payment issuance of shares of Acquiror Common Stock to a person Person other than the registered holder of the surrendered such Certificate or established shall establish to the satisfaction of the Surviving Corporation Acquiror that such tax has Taxes have been paid or is are not applicable, and (z) such Person surrendering such certificate shall, if required by Acquiror, have such Person's signature guaranteed by a bank, brokerage firm or other financial intermediary that is a member of a medallion guarantee program. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to shall represent for all purposes only the right to receive the Merger Considerationapplicable consideration set forth in Section 2.01, without any interest thereon.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will Company shall instruct the Paying Exchange Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates which, certificates that immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock (collectively, the "Certificates") whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1(a), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Exchange Agent and will shall be in such form and have such other provisions as the Surviving Corporation Company may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Exchange Agent, together with such letter of transmittal, duly executed, and such other customary documents as reasonably may be required pursuant to such instructionsby the Exchange Agent, and acceptance thereof by the Exchange Agent, each holder of such a Certificate will be entitled to shall receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) exchange therefor the Merger ConsiderationConsideration specified in Section 2.1(a) hereof, without interest thereon, less any required withholding taxes, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be paid no further transfer on the books and records of RCPI or accrued on its transfer agent of Certificates, and if Certificates are presented to RCPI for transfer, they shall be canceled against payment of the Merger Consideration payable upon the surrender of any Certificateas herein provided. If any payment of Merger Consideration is to be made to a person Person other than the person Person in whose name the Certificate surrendered Certificate for exchange is registered, it will shall be a condition of such payment that the Certificate so surrendered will shall be properly endorsed endorsed, with the signature guaranteed, or otherwise in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the surrendered Certificate surrendered, or established establish to the satisfaction of the Surviving Corporation Company that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration, without interest thereon, less any required withholding taxes.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Payment Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates which, certificates which immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Time represented Shares (the "Certificates"), the following documents: (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Payment Agent and will shall be in such form and have such other provisions as the Surviving Corporation Phoenix may reasonably may specify) ); and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in exchange therefor the Merger Consideration payable with respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock Shares represented by such Certificate and (2) pursuant to the Merger Considerationprovisions of this Article II, and the Certificate so surrendered will shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Phoenix so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration payable upon the surrender of any Certificate. If payment is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that transferee if the Certificate so surrendered will be properly endorsed or otherwise in proper form for representing such Shares is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicablepaid. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. (a) As soon as reasonably practicable after the Effective Time, Buyer shall cause the Surviving Corporation will instruct exchange agent selected by Buyer (the Paying Agent "Exchange Agent") to mail to each holder the former shareholders of record (other than Parent or any Subsidiary Seller and former holders of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (A) a form of letter of Seller Rights appropriate transmittal materials (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of the Certificates such certificates or other instruments to the Paying Exchange Agent, ). The certificate or certificates of Seller Common Stock and will instruments representing Seller Rights so surrendered shall be in such form and have such other provisions duly endorsed as the Surviving Corporation Exchange Agent may reasonably may specify) and (B) instructions for use in effecting require. In the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender event of a Certificate for cancellation to the Paying Agent together with such letter transfer of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number ownership of shares of Company Seller Common Stock represented by such Certificate and (2) certificates that is not registered in the Merger Considerationtransfer records of Seller, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable for such shares as provided in Section 3.1 may be issued to a transferee if the certificates representing such shares are delivered to the Exchange Agent, accompanied by all documents required to evidence such transfer and by evidence reasonably satisfactory to the Exchange Agent that such transfer is proper and that any applicable stock transfer taxes have been paid. In the event any certificate representing Seller Common Stock certificate or Seller Right shall have been lost, stolen or destroyed, upon the surrender making of any Certificate. If payment is an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to a person other than such certificate, the person Exchange Agent shall issue in whose name the surrendered Certificate is registeredexchange for such lost, it will be a condition of payment that the Certificate so surrendered will be properly endorsed stolen or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive destroyed certificate the Merger Consideration.Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem

Payment Procedures. As soon as reasonably practicable after the ------------------ Effective Time, the Surviving Corporation will Parent shall instruct the Paying Agent to mail to each holder of record (other than the Company or any subsidiary of the Company or Parent, Purchaser or any other subsidiary of Parent or any Subsidiary of Parentthe Shareholder) of a Certificate certificate or Certificates certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Shares (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such form and have such other provisions as the Surviving Corporation Parent reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1x) the number of shares of Company Common Stock Shares represented by such Certificate and (2y) the Merger Consideration, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No Absolutely no interest will shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that the Certificate so surrendered will shall be properly promptly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or have established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i5.2(b), each Certificate (other than Certificates representing the Shares owned by Parent, any subsidiary of Parent or any Subsidiary the Shareholder or held in the treasury of Parentthe Company) will be deemed at any time after the Effective Time to shall represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will shall instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), ) (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, or an "agent's message" in the case of a book entry transfer, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1A) the number of shares of Company Common Stock formerly represented by such Certificate and (2B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If any holder of a Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that the Certificate so surrendered will shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i3.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parentconverted into the right to receive cash pursuant to Section 3.2(a) will hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger Consideration, and the such Certificate so surrendered will shall be forthwith be cancelled. No interest will be paid or accrued on The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as the case may be, in accordance with the provisions of this Section 3.2(b)(i10(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time shall represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will shall instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, or an "agents message" in the case of a book entry transfer, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1A) the number of shares of Company Common Stock formerly represented by such Certificate and (2B) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If any holder of a Certificate shall be unable to surrender such holder's Certificates because such Certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that the Certificate so surrendered will shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i3.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parentconverted into the right to receive cash pursuant to Section 3.2(a) will hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of Shares (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (AExcluded Shares) a form of letter of transmittal (which will specify in customary form as reasonably agreed by the parties specifying that delivery will be effected, and risk of loss and title to the Certificates and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the Certificates case may be, to the Paying Agent, Agent and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for payment of the Merger Consideration. Upon the proper surrender of a Certificate for cancellation (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent Agent, together with such a properly completed letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsrequested by the Paying Agent, the holder of such Certificate or Book-Entry Share will be entitled to receive in respect thereof exchange therefor cash in an the amount equal (after giving effect to any required tax withholdings) that such holder has the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Considerationright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration any amount payable upon the due surrender of any Certificatethe Certificates or Book-Entry Shares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, cash to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition paid upon due surrender of payment that the Certificate so surrendered will or Book-Entry Share may be properly endorsed paid to such a transferee if the Certificate or otherwise in proper form for Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has Taxes have been paid or is are not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Merger Share (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent, and will which shall be in such form and shall have such other provisions as the Surviving Corporation reasonably may specifyis customary) and (Bii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment of the Merger Consideration. Upon (i) surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to by the Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such instructionsother evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificate will or Uncertificated Shares shall be entitled to receive promptly in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares of Company Common Stock Merger Consideration, without interest, for each Merger Share formerly represented by such Certificate and (2) the Merger Considerationor Uncertificated Share, and the Certificate or Uncertificated Share so surrendered will or transferred shall forthwith be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate or transferred Uncertificated Shares is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate Merger Consideration in respect thereof or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will Uncertificated Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation Parent may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that be accompanied by all documents required to evidence such transfer and (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary as of Parentthe Effective Time) of a Certificate certificate or Certificates whichcertificates (the “Certificates”), which immediately prior to the Effective Time, evidenced Time represented the outstanding shares of Company Common Stock (converted into the "Certificates")right to receive the portion of the Merger Consideration payable for such Company Common Stock, (Ai) a form of letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and will be in such form and have shall contain such other provisions as the Surviving Corporation Parent shall reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment the portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Parent shall use reasonable efforts to cause such mailings to occur no later than three (3) business days after the Effective Time. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such those instructions, the holder holders of such Certificate will Certificates formerly representing the Company Common Stock shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product portion of (1) the number of Merger Consideration payable for such shares of Company Common Stock represented by such Certificate and (2) the Merger ConsiderationStock, and the Certificate Certificates so surrendered will shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the respective portion of the Merger Consideration payable upon to which the record holder of such Certificates is entitled by virtue thereof. Promptly following surrender of any Certificate. If payment is such Certificates and the duly executed letters of transmittal, the Paying Agent shall deliver to be made to a person other than the person in whose name record holders thereof, without interest, the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason portion of the payment Merger Consideration to a person other than the registered which such holder is entitled upon surrender of the surrendered Certificate or established said Certificates, subject to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationrestrictions set forth herein.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Payment Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates which, certificates which immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Time represented Shares (the "Certificates"), the following documents: (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Payment Agent and will shall be in such form and have such other provisions as the Surviving Corporation Concord may reasonably may specify) ); and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in exchange therefor the Merger Consideration payable with respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock Shares represented by such Certificate and (2) pursuant to the Merger Considerationprovisions of this Article II, and the Certificate so surrendered will shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Concord so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration payable upon the surrender of any Certificate. If payment is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that transferee if the Certificate so surrendered will be properly endorsed or otherwise in proper form for representing such Shares is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicablepaid. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than two business days thereafter), the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable after the Effective ------------------ Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (of a Certificate, other than Parent, the Company and any wholly owned subsidiary of Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates")Company, (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper actual delivery of the Certificates to the Paying Agent, Agent and will shall be in such a form and have such other provisions as the Surviving Corporation Parent may reasonably may specify) and (Bii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will shall be entitled to receive in respect thereof exchange therefor the amount of cash in an amount equal to into which the product of (1) the number of shares of Company Common Stock theretofore represented by such Certificate and (2) the Merger Considerationshall have been converted pursuant to Section 2.5, and the Certificate Certificates so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued will accrue on the Merger Consideration cash payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it will shall be a condition of payment that the such Certificate so surrendered will shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder transfer of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock owned by Parent or any Subsidiary wholly owned subsidiary of ParentParent or held in the treasury of the Company or by any wholly owned subsidiary of the Company) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger ConsiderationConsideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent or the Paying Agent.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation Parent shall send, or will instruct cause the Paying Agent to mail send, to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates whichcertificates (each, immediately a "Certificate") that formerly represented outstanding Company Common Shares that were converted into the right to receive Merger Consideration pursuant to Section 3.1, a letter of transmittal and instructions (which shall be in customary form reasonably approved by the Company prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (A) a form of letter of transmittal (which will Time and specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationcontemplated by this Section 3.2. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such a duly executed letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an exchange therefor the amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon which such holder has the surrender of any Certificate. If payment is right to be made receive pursuant to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Article III (after giving effect to any required withholding Tax). In no event will holders of Company Common Shares be entitled to interest on the Merger Consideration. Until surrendered as contemplated by this Section 3.2(b)(i)3.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration. If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the Certificate is registered, it shall be a condition to such payment that the Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Paying Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration, as contemplated by this Article III.

Payment Procedures. As soon as reasonably practicable after (a) Upon an occurrence of a CVR Payment Event, Parent shall promptly, but in no event later than five (5) Business Days thereafter, deliver to the Effective TimeRights Agent an Officer’s Certificate certifying that each Holder is entitled to receive the CVR Payment Amount (the “CVR Payment Certificate”), which shall set forth the CVR Payment Date. The Rights Agent shall forward any CVR Payment Certificate it receives to the Holders within five (5) Business Days of receipt. Until such CVR Payment Certificate is received by the Rights Agent, the Surviving Corporation will instruct the Paying Rights Agent to mail to each holder of record may presume conclusively for all purposes that a CVR Payment Event has not occurred. (other than Parent or any Subsidiary of Parentb) of a Certificate or Certificates which, immediately At least five (5) Business Days prior to the Effective Timeapplicable CVR Payment Date, evidenced outstanding shares Parent shall cause the Applicable Payment to be delivered to the Rights Agent, who will in turn, on the CVR Payment Date, pay the applicable CVR Payment Amount to each of Company Common Stock the Holders (the "Certificates")amount which each Holder is entitled to receive will be based on the number of CVRs held by such Holder as reflected on the CVR Register) (i) by check mailed to the address of each Holder as reflected in the CVR Register as of the close of business on the last Business Day prior to such CVR Payment Date, or, (Aii) a form with respect to Holders that are due CVR Payment Amounts in excess of letter $100,000 who have provided the Rights Agent with wire transfer instructions in writing, by wire transfer of transmittal (which will specify that delivery will be effectedimmediately available funds to such account. The Rights Agent shall have no duty or obligation to verify or confirm the accuracy, and risk of loss and title to the Certificates will pass, only upon proper delivery validity or sufficiency of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specifyapplicable CVR Payment Amount. (c) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will Parent shall be entitled to receive in deduct and withhold, or cause to be deducted or withheld, from each CVR Payment Amount otherwise payable pursuant to this Agreement, such amounts as it is required to deduct and withhold with respect thereof cash in an amount equal to the product making of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay under the Code, or any transfer provision of state, local or other taxes required by reason of foreign tax Law. To the payment extent that amounts are so withheld or paid over to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance deposited with the provisions of this Section 3.2(b)(i)relevant Governmental Entity, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will such withheld amounts shall be deemed at any time after the Effective Time to represent treated for all purposes only of this Agreement as having been paid to the right to receive the Merger ConsiderationHolder in respect of which such deduction and withholding was made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior Shares whose Shares were converted into the Merger Consideration pursuant to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates")Section 2.1, (A) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and will shall be in such form and have such other provisions as the Surviving Corporation Parent shall reasonably may specifydetermine) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Merger Consideration. . (ii) Upon surrender of a Certificate for cancellation Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will Certificates or Book-Entry Shares shall be entitled to receive in respect thereof cash exchange therefor a check in an amount equal to the product of (1x) the number of shares of Company Common Stock Shares represented by such Certificate and holder’s properly surrendered Certificates (2or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued 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. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any Certificate. If payment is cash to be made paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a person other than the person in whose name the surrendered transferee if such Certificate is registeredpresented to the Paying Agent, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for accompanied by all documents required to evidence and effect such transfer and to evidence that the person requesting such payment will pay any applicable stock transfer or other taxes Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options, such amounts as are required by reason to be withheld or deducted under the Internal Revenue Code of 1986 (the payment “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to a person other than the registered making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the surrendered Certificate Shares or established to the satisfaction holder of the Surviving Corporation that Company Stock Options, in respect of which such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationdeduction and withholding were made.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, that immediately prior to the Effective Time, Time evidenced outstanding shares of Company Common Class A Stock (the "Certificates"other than Excluded Shares and Restricted Shares), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and will shall be in such form and have such other provisions as the Surviving Corporation may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the such Certificates in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the “Transmittal Documents”), the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product Merger Consideration for each share of (1) the number of shares of Company Common Class A Stock formerly represented by such Certificate and (2) the Merger ConsiderationCertificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered will forthwith shall thereupon be cancelledcanceled. No interest will be paid or accrued on In the event of a transfer of ownership of Class A Stock that is not registered in the transfer records of the Company, the Merger Consideration payable upon may be issued and paid in accordance with this Article II to the surrender transferee of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that such shares if the Certificate so surrendered will be evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and that the person Person requesting such payment will of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a person Person other than the registered holder of the Certificate so surrendered Certificate or established establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with the book-entry delivery of securities. No interest will be payable on any Merger Consideration. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive receive, upon such surrender, the Merger ConsiderationConsideration for each share of Class A Stock (other than Excluded Shares, Restricted Shares and any Dissenting Shares) formerly represented by such Certificate. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates.

Payment Procedures. As soon promptly as reasonably practicable after following the Effective Time, Parent and Merger Sub shall cause the Surviving Corporation will instruct the Paying Payment Agent to mail to each holder of record (other than Parent or any Subsidiary as of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding ) of shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal in customary form and containing customary provisions (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Payment Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation Consideration payable in respect thereof pursuant to the Paying Agent together with such letter provisions of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the this Article II. Each holder of such Certificate will shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect thereof cash in an amount equal to of the product of (1) the number of shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the 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 case may be, each such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time Uncertificated Share shall represent after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than three Business Days thereafter), Parent, HoldCo and the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichPerson who was, immediately prior to at the Effective Time, evidenced outstanding shares a holder of record of Company Common Stock (other than the "Certificates"), Company Common Stock to be cancelled or converted in accordance with Section 2.1) (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent, HoldCo and the Surviving Corporation Company may reasonably may specifyagree prior to the Closing Date) and (Bii) instructions for use in effecting the surrender of the Certificates or Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.1.3. Upon surrender of a Certificate or a Book Entry Share for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will or Book Entry Share shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger Considerationor Book Entry Share, and the Certificate or Book Entry Share so surrendered will shall forthwith be cancelled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book Entry Share is registered, it will shall be a condition of payment that (A) the Certificate or Book Entry Share so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (B) the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered such Certificate or Book Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Section 2.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of shares of Company Stock (other than Parent or any Subsidiary of ParentExcluded Shares) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and will shall be in such form and have such other provisions as the Surviving Corporation may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the "Transmittal Documents"), the holder of such Certificate will or Book-Entry Share shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger Considerationor Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered will forthwith shall thereupon be cancelledcanceled. No interest will be paid or accrued on In the event of a transfer of ownership of Company Stock that is not registered in the transfer records of the Company, the Merger Consideration payable upon may be issued and paid in accordance with this Article II to the surrender transferee of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that such shares if the Certificate so surrendered will be evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and that the person Person requesting such payment will of the Merger Consideration must either pay any transfer Transfer Tax or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the Certificate so surrendered Certificate or established establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive receive, upon such surrender, the Merger ConsiderationConsideration for each share of Company Stock (other than Excluded Shares and any Dissenting Shares) formerly represented by such Certificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary as of Parentthe Effective Time) of a Certificate certificate or Certificates whichcertificates (the “Certificates”), which immediately prior to the Effective Time, evidenced Time represented the outstanding shares of Company Common Stock (the "Certificates")Stock, (Ai) a form of letter of transmittal in customary form (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and will be in such form and have shall contain such other provisions as the Surviving Corporation Parent shall reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment the portion of the Merger ConsiderationConsideration payable upon surrender of said Certificates. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such those instructions, the holder holders of such Certificate will Certificates formerly representing the Company Common Stock shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product portion of (1) the number of Merger Consideration payable for such shares of Company Common Stock represented by such Certificate and (2) the Merger ConsiderationStock, and the Certificate Certificates so surrendered will shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the respective portion of the Merger Consideration payable upon to which the record holder of such Certificate is entitled by virtue thereof. Promptly following surrender of any Certificate. If payment is such Certificates and the duly executed letters of transmittal, the Paying Agent shall deliver to be made to a person other than the person in whose name record holders thereof, without interest, the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason portion of the payment Merger Consideration to a person other than the registered which such holder is entitled upon surrender of the surrendered Certificate or established said Certificates, subject to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationrestrictions set forth herein.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record of Company Common Stock (other than Parent or any Subsidiary i) a letter of Parent) of a Certificate or Certificates transmittal (which, immediately prior to in the Effective Time, evidenced outstanding case of shares of Company Common Stock (the "represented by Certificates"), (A) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree and shall be prepared prior to Closing) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Paying Agent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will Certificates or Book-Entry Shares shall be entitled to receive in respect thereof cash in an amount equal exchange therefor, subject to any required withholding taxes, the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock represented by such Certificate and (2) the Merger Considerationsurrendered, and the Certificate so any Certificates surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered, it will shall be a condition of payment that (A) the Certificate so surrendered will Person requesting such exchange present proper evidence of transfer or shall otherwise be properly endorsed or otherwise in proper form for transfer and that (B) the person Person requesting such payment will pay shall have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)3.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article III, without interest.

Payment Procedures. As 3.2.1. Customary transmittal materials (“Letter of Transmittal”) in a form satisfactory to SR Bancorp and Regal Bancorp shall be mailed as soon as reasonably practicable after the First Effective Time, the Surviving Corporation will instruct the Paying Agent to mail but in no event later than five (5) Business Days thereafter, to each holder of record of Regal Bancorp Common Stock as of the First Effective Time. A Letter of Transmittal will be deemed properly completed only if, in the case of holders of certificated shares of Regal Bancorp Common Stock, the completed Letter of Transmittal is accompanied by one or more Certificates (other than Parent or customary affidavits and, if required pursuant to Section 3.2.8, indemnification regarding the loss or destruction of such Certificates or the guaranteed delivery of such Certificates) representing all shares of Regal Bancorp Common Stock to be converted thereby. 3.2.2. At and after the First Effective Time, each Certificate shall represent only the right to receive the Merger Consideration (it being understood that any reference herein to “Certificate” shall be deemed to include reference to book-entry account statements relating to the ownership of shares of Regal Bancorp Common Stock) and any dividends or distributions with respect thereto or any Subsidiary of Parent) of dividends or distributions with a Certificate or Certificates which, immediately record date prior to the First Effective Time that were declared or made by Regal Bancorp on such shares of Regal Bancorp Common Stock in accordance with the terms of this Agreement on or prior to the First Effective Time and that remain unpaid at the First Effective Time, evidenced outstanding in each case without interest. 3.2.3. Prior to, or immediately after, the Closing, SR Bancorp shall deposit, or cause to be deposited, with the Exchange Agent for the benefit of the holders of shares of Company Regal Bancorp Common Stock Stock, for exchange in accordance with this Section 3.2, an amount of cash sufficient to pay the aggregate Merger Consideration. 3.2.4. The Letter of Transmittal shall (the "Certificates"), (Ai) a form of letter of transmittal (which will specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, and will (ii) be in such a form and have such contain any other provisions as the Surviving Corporation SR Bancorp may reasonably may specify) determine and (Biii) include instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon the proper surrender of a Certificate for cancellation the Certificates to the Paying Agent Exchange Agent, together with such letter a properly completed and duly executed Letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsTransmittal, the holder of such Certificate will Certificates shall be entitled to receive in respect thereof cash exchange therefore a check in an the amount equal to the product of (1) cash that such holder has the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate right to receive pursuant to Section 3.1. Certificates so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on As soon as practicable following receipt of the properly completed Letter of Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute the Merger Consideration payable as provided herein, in each case without interest. If there is a transfer of ownership of any shares of Regal Bancorp Common Stock not registered in the transfer records of Regal Bancorp, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such Regal Bancorp Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of SR Bancorp and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. 3.2.5. The stock transfer books of Regal Bancorp shall be closed immediately upon the surrender First Effective Time and from and after the First Effective Time there shall be no transfers on the stock transfer records of Regal Bancorp of any Certificateshares of Regal Bancorp Common Stock. If payment is If, after the First Effective Time, Certificates are presented to SR Bancorp, they shall be made canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered this Agreement in accordance with the provisions procedures set forth in this Section 3.2. 3.2.6. Any portion of the aggregate amount of cash to be paid pursuant to Section 3.1 or any proceeds from any investments thereof that remains unclaimed by the stockholders of Regal Bancorp for six (6) months after the First Effective Time shall be repaid by the Exchange Agent to SR Bancorp upon the written request of SR Bancorp. After such request is made, any stockholders of Regal Bancorp who have not theretofore complied with this Section 3.2 shall look only to SR Bancorp for the Merger Consideration deliverable in respect of each share of Regal Bancorp Common Stock such stockholder holds, as determined pursuant to Section 3.1 of this Section 3.2(b)(iAgreement, without any interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of SR Bancorp (and, to the extent not in its possession, shall be paid over to it), each Certificate free and clear of all claims or interest of any person previously entitled to such claims. Notwithstanding the foregoing, neither the Exchange Agent nor any party to this Agreement (other than Certificates representing Shares owned by Parent or any Subsidiary affiliate thereof) shall be liable to any former holder of Parent) will be deemed at Regal Bancorp Common Stock for any time after the Effective Time amount delivered to represent for all purposes only the right a public official pursuant to receive the Merger Considerationapplicable abandoned property, escheat or similar laws.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail deliver to each holder record holder, as of record (other than Parent the Effective Time, of an outstanding certificate or any Subsidiary of Parent) of a Certificate or Certificates which, certificates that immediately prior to the Effective Time, evidenced outstanding Time represented shares of Company Common Stock (the "“Certificates"), (A”) a form of letter of transmittal (“Letter of Transmittal”) (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and will which shall be in such a customary form and have such other provisions as agreed to by Parent and the Surviving Corporation reasonably may specifyCompany prior to the Closing) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Consideration set forth in Section 2.1(b)(i). (ii) Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate, together with such letter the Letter of transmittalTransmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive (and Parent shall cause the Paying Agent to promptly deliver to such holder) in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares of Company Common Stock Merger Consideration for each share formerly represented by such Certificate and (2) the Merger Consideration, and the such Certificate so surrendered will forthwith shall then be cancelledcanceled. No interest will shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration payable upon in respect of the surrender of any CertificateCertificates. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, association or unincorporated organization, or any other form of business or professional entity (excluding a person Governmental Entity, “Person”), other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that the Certificate so surrendered will shall be properly endorsed or shall be otherwise in proper form for transfer and that the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the Certificate surrendered Certificate or shall have established to the satisfaction of the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.5(b)(ii), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration as contemplated by this Article II. (iii) Notwithstanding anything to the contrary contained in this Agreement (A) any holder of shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II and (B) Parent shall cause the Paying Agent to promptly deliver to each holder of a Book-Entry Share the Merger Consideration for each of such holder’s Book-Entry Shares.

Payment Procedures. (a) Immediately prior to the Effective Time, (i) the Buyer shall deposit, or shall cause to be deposited, with a bank or trust company selected by the Buyer and reasonably acceptable to the Seller on or prior to the Effective Time (the "Paying Agent"), for the benefit of the holders of shares of Seller Common Stock, for exchange in accordance with this Article III, cash in an amount equal to the total Merger Consideration (such cash shall hereinafter be referred to as the "Exchange Fund"). (b) As soon as reasonably practicable after the Effective Time, and in no event later than three business days thereafter (which date shall be referred to as the Surviving Corporation will instruct "Mailing Date"), Buyer shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to at the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (A) Time a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as ) (the Surviving Corporation reasonably may specify"Transmittal Form") and (B) containing instructions for use in effecting the surrender of the Certificates Certificates. The Seller shall have the right to approve the Transmittal Form. (c) Each Transmittal Form shall permit the holder (or in exchange for payment the case of nominee record holders, the beneficial owner through appropriate and customary documentation and instructions) to receive the Merger ConsiderationConsideration for each share of Seller Common Stock. A Transmittal Form shall be deemed properly completed only if accompanied by one or more Certificates representing all shares of Seller Common Stock covered by such Transmittal Form, together with duly executed transmittal materials included with the Transmittal Form. Neither the Buyer nor the Paying Agent shall be under any obligation to notify any person of any defect in a Transmittal Form. (d) Upon surrender of a Certificate for exchange and cancellation to the Paying Agent Agent, together with such letter of transmittalthe Transmittal Form, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will Certificates shall be entitled to receive in respect thereof exchange therefor a check representing the amount of cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by which such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive in respect of the Certificate surrendered pursuant to the provisions of Article II and Article III. (e) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Seller of the shares of Seller Common Stock which were outstanding immediately prior to the Effective Time and if, after the Effective Time, Certificates are presented for transfer, they shall be canceled against delivery of the Merger ConsiderationConsideration as hereinabove provided. (f) The provisions of Section 3.01 and Section 3.03 assume that there will be 1,871,890 shares of Seller Common Stock outstanding or issuable upon the exercise of options or warrants or otherwise, at the Effective Time. If there is any change in this number as of the Effective Time, the provisions of Section 3.01 and Section 3.03, including the Merger Consideration will be appropriately adjusted.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, that immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock (the "Certificates"), other than Excluded Shares) (A) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will passshall pass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and will which letter shall be in such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate for cancellation (or affidavit of loss in lieu thereof) to the Paying Agent Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will shall be entitled to receive in respect thereof exchange therefor an amount of cash in an amount immediately available funds equal to the product of (1x) the number of shares of Company Common Stock represented by such Certificate and (2or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger ConsiderationConsideration (less any required Tax withholdings as provided in Section 2.10(h)), and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the Merger Consideration payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of any Certificate. If the Company, payment is to may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it will be a condition of payment that the if such Certificate so surrendered will shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (ii) Notwithstanding anything to the contrary in accordance with this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the provisions of Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Section 3.2(b)(i)Article 2. In lieu thereof, each Certificate (other than Certificates representing holder of record of one or more Book-Entry Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only whose Shares were converted into the right to receive the Per Share Merger ConsiderationConsideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such share of Company Common Stock (less any required Tax withholdings as provided in Section 2.10(h)), and the Book-Entry Shares of such holder shall forthwith be cancelled. No interest shall be paid or accrue on any cash payable upon conversion of any Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will Parent shall instruct the Paying Agent to mail to each holder of record (other than Parent the Company or any Subsidiary of the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such form and have such other provisions as the Surviving Corporation Parent reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1x) the number of shares of Company Common Stock represented by such Certificate and (2y) the Merger Consideration, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No Absolutely no interest will shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that the Certificate so surrendered will shall be properly promptly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i3.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary subsidiary of ParentParent or held in the treasury of the Company) will be deemed at any time after the Effective Time to shall represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. As soon as reasonably practicable after the Effective TimeClosing Date, Parent shall mail a letter of transmittal in the Surviving Corporation will instruct the Paying Agent to mail form set forth in Exhibit D (a “Letter of Transmittal”), an Indemnity Joinder Agreement and a Financing Joinder Agreement, as applicable, to each holder Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any of record (other than such documents have previously been received by Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective TimeClosing from such Stockholder). After delivery to Parent of a Letter of Transmittal, evidenced outstanding the Joinder Agreements and any other documents (including applicable tax forms) that Parent or the Escrow Agent may reasonably require in connection therewith (except to the extent any of such documents 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 Common Capital Stock (the "“Company Stock Certificates"”), (A) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title Parent shall issue to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Company Stock Certificate will be entitled to receive the stock portion of the Merger Consideration issuable in respect thereof cash thereto pursuant to Section 1.6(b)(i) and 1.6(b)(v) as set forth in an amount equal to the product of Payment Spreadsheet (1) less the number of shares of Company Parent Common Stock represented by such Certificate withheld and (2deposited in the Escrow Fund pursuant to Section 1.6(b)(i) and Section 1.7(a) as set forth in the Merger ConsiderationPayment Spreadsheet), and the Company Stock Certificate so surrendered will forthwith shall be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate Until so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)surrendered, each Company Stock Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time outstanding after the Effective Time to represent will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the stock payable, if any, in exchange for shares of Company Capital Stock (without interest) into which such shares of Company Capital Stock shall have been so converted. No portion of the Merger ConsiderationConsideration will be paid to the holder of any unsurrendered Company Stock Certificate with respect to shares of Company Capital Stock formerly represented thereby until the holder of record of such Company Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents pursuant hereto.

Payment Procedures. As soon as reasonably practicable practicable, but no later than the fifth (5th) day, after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record of Common Shares (other than Parent or Excluded Shares and any Subsidiary of ParentDissenting Shares) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying AgentAgent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and will shall be in such form and have such other provisions as the Surviving Corporation may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration pursuant to Section 1.07. Upon surrender of such a Certificate or Book-Entry Share for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructionsinstructions (collectively, the “Transmittal Documents”), the holder of such Certificate will or Book-Entry Share shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares of Merger Consideration for each Company Common Stock Share formerly represented by such Certificate and (2) the Merger Considerationor Book-Entry Share, without any interest thereon, less any required withholding of taxes, and the Certificate or Book-Entry Share so surrendered will forthwith shall thereupon be cancelledcanceled. No interest will be paid or accrued on In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, the Merger Consideration payable upon may be issued and paid in accordance with this Article II to the surrender transferee of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that such shares if the Certificate so surrendered will be evidencing such shares is presented to the Paying Agent and is properly endorsed or otherwise in proper form for transfer transfer. In such event, the signature on the Certificate or any related stock power must be properly guaranteed and that the person Person requesting such payment will of the Merger Consideration must either pay any transfer Transfer Tax or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the Certificate so surrendered Certificate or established establish to the satisfaction of the Surviving Corporation that such tax Tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes evidence only the right to receive receive, upon such surrender, the Merger ConsiderationConsideration for each share of Company Shares (other than Excluded Shares and any Dissenting Shares) formerly represented by such Certificate or Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Payment Fund shall be for the account of the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates and the Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct shall cause the Paying Payment Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates which, certificates which immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock and associated Company Rights (the "Certificates"), ) whose shares and associated Company Rights are converted pursuant to Section 3.01(c) into the right to receive the Merger Price (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Payment Agent and will shall be in such form and have such other provisions as the Surviving Corporation may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger ConsiderationPrice. Upon surrender of a Certificate for cancellation to the Paying Agent Payment Agent, together with such letter of transmittal, transmittal duly executed, executed and such other customary documents as may be required pursuant to such instructionscompleted in accordance with its terms, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor a check representing the product of (1) the number of shares Merger Price per share of Company Common Stock represented by thereby, which such Certificate and (2) holder has the Merger Considerationright to receive pursuant to the provisions of this Article III, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No In no event shall the holder of any Certificate be entitled to receive interest will on any funds to be paid or received in the Merger, including any interest accrued on in respect of the Payment Fund. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the Merger Consideration payable upon the surrender of any Certificate. If payment is to Price may be made issued to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that transferee if the Certificate so surrendered will be properly endorsed or otherwise in proper form for representing such Company Common Stock is presented to the Payment Agent accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicablepaid. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i3.02(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationPrice per share of Company Common Stock represented thereby as contemplated by this Article III.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger Consideration, and the such Certificate so surrendered will shall be forthwith be cancelled. No interest will be paid or accrued on The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that (y) the person Person requesting such payment will pay shall have paid any transfer or and other taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerequired to be paid. Until so surrendered or transferred, as the case may be, in accordance with the provisions of this Section 3.2(b)(i)3.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time shall represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation will instruct shall cause the Paying Exchange Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior whose Shares were converted into the right to receive the Effective Time, evidenced outstanding shares of Company Common Stock Merger Consideration pursuant to Section 2.01(a) (the "Certificates"), (Ai) a form of letter of transmittal (which will shall be in customary form and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender to the Exchange Agent of a Certificate for cancellation to the Paying Agent cancellation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in exchange therefor the Merger Consideration which such holder has the right to receive in respect thereof cash in an amount equal to of the product of (1) the number of shares of Company Common Stock Shares formerly represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, the Merger Consideration payable upon the surrender of any Certificate. If payment is to may be made paid to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that transferee if the Certificate so surrendered will be properly endorsed or otherwise in proper form for representing such Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicablepaid. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time all times after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration without interest thereon.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Certificate: (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will of the Certificates shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) ); and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment the right to receive the Per Share Amount with respect to each share of the Merger ConsiderationCompany Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in exchange therefor the Per Share Amount with respect thereof cash in an amount equal to each share of Company Common Stock evidenced by such Certificate, and the product Certificate so surrendered shall forthwith be canceled. In the event of (1) the number a transfer of ownership of shares of Company Common Stock represented by such Certificate and (2) that is not registered in the Merger Considerationtransfer records of the Company, and the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered registered if such Certificate is registered, it will be a condition of payment that the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or and other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationPer Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. No interest will be paid or will accrue on the Per Share Amount payable upon surrender of any Certificate.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, that immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock Shares (the "Certificates"), other than Excluded Shares and Dissenting Shares) (A) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will passshall pass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent, and will which letter shall be in such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate for cancellation (or affidavit of loss in lieu thereof) to the Paying Agent Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will shall be entitled to receive in respect thereof exchange therefor an amount of cash in an amount immediately available funds equal to the product of (1x) the number of shares of Company Common Stock Shares represented by such Certificate and (2or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger ConsiderationConsideration (less any required Tax withholdings as provided in Section 2.2(h)), and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the Merger Consideration payable upon event of a transfer of ownership of Shares that is not registered in the surrender transfer records of any Certificate. If the Company, payment is to may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it will be a condition of payment that the if such Certificate so surrendered will shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered in accordance with the provisions of No interest shall be paid or accrue on any cash payable pursuant to this Section 3.2(b)(i)2.2. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each Certificate (other than Certificates representing holder of record of one or more Book-Entry Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only whose Shares were converted into the right to receive the Per Share Merger ConsiderationConsideration shall upon receipt by the Paying Agent of an “agent’s message” in customary form (or such other documentation or evidence, if any, as the Paying Agent may reasonably request), be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Merger Consideration in respect of each such Share (less any required Tax withholdings as provided in Section 2.2(h)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will which shall be in such form and shall have such other provisions as the Surviving Corporation Parent may reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in respect thereof exchange therefor the amount of cash in an amount equal into which the shares of Company Common Stock formerly represented by such Certificate shall have been converted pursuant to Section 2.1(c), and the product Certificate so surrendered shall forthwith be canceled. In the event of (1) the number a transfer of ownership of shares of Company Common Stock represented by such Certificate and (2) that is not registered in the Merger Considerationtransfer records of the Company, and the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered registered if such Certificate is registered, it will be a condition of payment that the Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or and other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.2(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective TimeTime (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, that immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock (that were converted into the "Certificates"), right to receive the Per Share Merger Consideration (A) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will passheld by such holder of record shall pass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent), and will which letter shall be in such a customary form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Per Share Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a any Certificate for cancellation (or affidavit of loss in lieu thereof) to the Paying Agent Agent, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may be reasonably required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will (other than holders of Excluded Shares) shall be entitled to receive in respect thereof exchange therefor an amount of cash in an amount immediately available funds equal to the product of (1x) the number of shares of Company Common Stock represented by such Certificate and (2or affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger ConsiderationConsideration (less any required Tax withholdings as provided in Section 2.09(g)), and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued on In the Merger Consideration payable upon event of a transfer of ownership of shares of Company Common Stock that is not registered in the surrender transfer records of any Certificate. If the Company, payment is to may be made to a person Person other than the person Person in whose name the Certificate so surrendered Certificate is registered, it will be a condition of payment that the if such Certificate so surrendered will shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicable. Until surrendered in accordance with the provisions of No interest shall be paid or accrue on any cash payable pursuant to this Section 3.2(b)(i), each Certificate 2.09. (other than Certificates representing Shares owned by Parent or any Subsidiary of Parentii) will be deemed at any time As soon as possible after the Effective Time (and in any event within three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to represent for all purposes only mail to each holder of record of Book-Entry Shares (other than holders of Excluded Shares) not held through The Depository Trust Company that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger ConsiderationConsideration (A) a form of letter of transmittal which letter shall be in a customary form and (B) instructions for use in exchange for the Per Share Merger Consideration to which the holder thereof is entitled. Upon delivery of the Book-Entry Shares (which shall be deemed to have been effected upon the delivery of a customary “agent’s message” with respect to such Book-Entry Shares or such other reasonable evidence, if any, of such surrender as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), the holder of such Book-Entry Shares (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by such Book-Entry Shares multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.09(g)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.09. (iii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or, in the case of Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent 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 (1) or more Book-Entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the Per Share Merger Consideration shall, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any event within five (5) Business Days after the Effective Time), the Per Share Merger Consideration in respect of each such share of Company Common Stock (less any required Tax withholdings as provided in Section 2.09(g)), and the Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichPerson that was, immediately prior to the Effective Time, evidenced outstanding shares a holder of record of Company Common Stock Shares represented by certificates (the "“Certificates"”), which Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (A) a form of letter of transmittal (transmittal, which will shall be in a form mutually agreed to by the Company and Parent prior to the Effective Time and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and will shall otherwise be in such form as Parent, the Company and have such other provisions as the Surviving Corporation Paying Agent shall reasonably may specifyagree upon (a “Letter of Transmittal”) and (B) instructions for use in effecting the surrender of the Certificates (or affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation (or affidavit of loss in lieu thereof) to the Paying Agent together with such letter of transmittal, duly executed, and or to such other customary documents agent or agents as may be required pursuant appointed in writing by Parent, and upon delivery of a Letter of Transmittal, duly executed and in proper form, with respect to such instructionsCertificates, the holder of record of such Certificate will Certificates shall be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Merger Consideration for each such Company Common Stock Share formerly represented by such Certificates (subject to any required Tax withholdings as provided in Section 2.9(e)), and any Certificate and (2) so surrendered shall forthwith be canceled. If payment of the Merger ConsiderationConsideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, and it shall be a condition precedent to such payment that the Certificate so surrendered will forthwith shall be cancelledproperly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder in whose name the Certificate so surrendered is registered, or established to the reasonable satisfaction of Parent (or any agent designated by Parent) that such transfer Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on the Merger Consideration any amount payable upon the due surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicableCertificates. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)as contemplated hereby, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by this Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the extent provided by Section 262 of the DGCL, or any Canceled Company Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, no holder of non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) shall be required to deliver a Certificate or, in the case of holders of Book-Entry Shares held through The Depository Trust Company immediately prior to the Effective Time, an executed Letter of Transmittal to the Paying Agent, to receive the Merger Consideration that such holder is entitled to receive pursuant to the terms hereof; provided, that such holders shall be required to submit to the Paying Agent any forms or other documentation (including any IRS Form W-8 or W-9, as applicable, provided, however, that any failure to provide an IRS Form W-8 or W-9 shall only permit the Paying Agent to withhold the Merger Consideration pursuant to applicable Law) as the Paying Agent may reasonably request. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 2.9(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with the terms of such Letter of Transmittal, duly executed and in proper form, the holder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 2.9(e)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered immediately prior to the Effective Time. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Canceled Company Shares.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (A) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent of a Certificate, together with such letter of transmittaltransmittal duly executed and completed, duly executed, and such other customary documents as may be required pursuant the Paying Agent shall pay to such instructions, the holder of such Certificate will be entitled the aggregate Price Per Share attributable to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of the Company Common Stock represented by such Certificate and (2) the Merger ConsiderationCertificate, and the such Certificate so surrendered will forthwith then be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)1.11, each Certificate (other than Certificates representing Dissenting Shares owned and Certificates representing shares covered by Parent or any Subsidiary of ParentSection 1.9(b)) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationaggregate Price Per Share relating thereto. No interest shall accrue or be paid in respect of cash payable upon the surrender of Certificates. After the Effective Time, holders of Certificates shall cease to have any rights as shareholders of the Company, except as provided herein or under applicable state corporation law. If any payment of cash in respect of cancelled shares of the Company Common Stock is to be paid to a Person other than the registered holder of the shares represented by the Certificate or Certificates surrendered in exchange therefor, it shall be a condition to such payment that the Certificate or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Paying Agent any transfer or other Taxes required as a result of such payment to a Person other than the registered holder of such shares or establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. Any consideration otherwise payable pursuant to this Agreement shall be subject to all applicable federal, state and local Tax withholding requirements. For purposes of this Agreement, "Tax" (including, with correlative meaning, the terms "Taxes" and "Taxable") means all federal, state, local and foreign income, profits, franchise, gross receipts, environmental, customs duty, capital stock, severance, stamp, payroll, sales, transfer, employment, unemployment disability, use, property, withholding, excise, production, value added, occupancy and other taxes, duties or assessments of any nature whatsoever, together with all interest, penalties, fines and additions to tax imposed with respect to such amounts and any interest in respect of such penalties and additions to tax. For purposes of this Agreement, "Person" means an individual, corporation, partnership, limited liability company association, trust, unincorporated organization, entity or group (as defined in the Securities and Exchange Act of 1934, as amended (the "Exchange Act")).

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates whichperson who was, immediately prior to at the Effective Time, evidenced outstanding shares a holder of Company Common Stock record of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (the "Certificates"), (Ai) a form of letter of transmittal (which will shall be in customary form and shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate for cancellation to the Paying Agent cancellation, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on exchange therefor the Merger Consideration payable upon for each Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. In the surrender event of any Certificate. If a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment is to of the Merger Consideration may be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will is registered if the Certificate representing such Shares shall be properly endorsed or otherwise be in proper form for transfer and that the person requesting such payment will pay any shall have paid all transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the surrendered such Certificate or established to the reasonable satisfaction of the Surviving Corporation that such tax has Taxes either have been paid or is are not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)3.02, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time all times after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration to which the holder of such Certificate is entitled pursuant to this Article III. No interest shall be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article III.

Payment Procedures. As soon as reasonably practicable Promptly (and in no event later than the third business day) after the Effective Time, Acquiror shall cause the Surviving Corporation will instruct the Paying Exchange Agent to mail to each holder Holder who, as of record (other than Parent or any Subsidiary of Parent) of the Effective Time, holds a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), excluding any Certificates for Treasury Stock): (Ai) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) transmittal; and (Bii) instructions for use in effecting the surrender of the Certificates for cancellation and delivery in exchange for payment of the Merger Consideration. Upon surrender to the Exchange Agent and cancellation of a Certificate for cancellation to the Paying Agent Certificate, together with such letter of transmittal, transmittal duly executed, executed and such any other customary documents as may be reasonably required pursuant to such instructionsdocuments, the holder Holder of such Certificate will shall be entitled to receive in respect thereof cash in an exchange therefor the applicable amount equal of the Merger Consideration as determined pursuant to Section 2.1(a). In the product event of (1) the number a surrender of a Certificate representing shares of Company Common Stock represented by that are not registered in the transfer records of the Company under the name of the Holder surrendering such Certificate and (2) Certificate, a certificate representing the Merger Consideration, and proper number of shares of Acquiror Common Stock may be issued to a Person other than the Holder in whose name the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered registered if such Certificate is registered, it will be a condition of payment that the Certificate so surrendered will shall be properly endorsed or otherwise be in proper form for transfer and that the person Person requesting such payment will issuance shall pay any transfer or other taxes Taxes required by reason of the payment issuance of shares of Acquiror Common Stock to a person Person other than the registered holder Holder of the surrendered such Certificate or established shall establish to the satisfaction of the Surviving Corporation Acquiror that such tax has Taxes have been paid or is are not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to shall represent for all purposes only the right to receive the applicable amount of the Merger ConsiderationConsideration with respect thereto as determined pursuant to Section 2.1(a), in such case without any interest thereon.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, Parent shall cause the Surviving Corporation will instruct the Paying Exchange Agent to mail deliver to each holder record holder, as of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Eligible Shares represented by book-entry (the "Certificates")“Book-Entry Shares”) not held through DTC, (A) a form statement reflecting the number of letter of transmittal Parent Shares (which will specify shall be in uncertificated book-entry form) representing, in the aggregate, the whole number of Parent Shares, if any, that delivery will be effected, and risk of loss and title such holder has the right to receive pursuant to Section 2.1 (after taking into account all Eligible Shares held by such holder immediately prior to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specifyEffective Time) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will be entitled to receive in respect thereof cash check or wire transfer in an aggregate amount equal to the product cash payable in lieu of any fractional Parent Shares pursuant to Section 2.4(f). (1ii) With respect to Book-Entry Shares held through DTC, Parent and the number Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable on or after the Closing Date, upon surrender of shares Eligible Shares held of Company record by DTC or its nominees in accordance with DTC’s customary surrender procedures, the Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith cash to be cancelled. paid in lieu of any fractional Parent Shares in accordance with Section 2.4(f), if any, that DTC has the right to receive pursuant to this Article II. (iii) No interest will shall be paid or accrued on the Merger Common Consideration or any other amount payable upon the surrender in respect of any Certificate. Eligible Shares pursuant to this Article II. (iv) If payment of any Common Consideration is to be made to a person Person other than the person a Person in whose name the surrendered Certificate Book-Entry Share is registered, it will shall be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the surrendered Certificate such Book-Entry Share or shall have established to the satisfaction of the Surviving Corporation Parent that such tax has been paid or Tax is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationpayable.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record of a certificate (each a “Certificate”) representing shares of Common Stock or Class A Common Stock, other than shares owned by Parent, the Company and any wholly-owned subsidiary of Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates")Company, (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper actual delivery of the Certificates to the Paying Agent, Agent and will shall be in such a form and have such other provisions as the Surviving Corporation Parent may reasonably may specify) and (Bii) instructions for the use thereof in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will shall be entitled to receive in respect thereof exchange therefor the amount of cash in an amount equal to into which the product of (1) the number of shares of Company Common Stock theretofore represented by such Certificate and (2) the Merger Considerationshall have been converted pursuant to Section 1.6, and the Certificate Certificates so surrendered will shall forthwith be cancelledcanceled. No interest will be paid or accrued will accrue on the Merger Consideration cash payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the Certificate so surrendered Certificate is registered, it will shall be a condition of payment that the such Certificate so surrendered will shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder transfer of the surrendered such Certificate or established establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)1.7, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock or Class A Common Stock owned by Parent or any Subsidiary wholly-owned subsidiary of ParentParent or held in the treasury of the Company or by any wholly-owned subsidiary of the Company) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.7. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition precedent to the payment of the Merger ConsiderationConsideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be made against Parent, the Company or the Paying Agent.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will shall instruct the Paying Agent to mail to each holder of record (other than Parent the Company or any Subsidiary of ParentTAGTCR) of a Certificate certificate or Certificates certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationtherefor. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to the product of (1x) the number of shares of Company Common Stock represented by such Certificate and (2y) the Merger Consideration, and the Certificate so surrendered will shall forthwith be cancelled. No interest will shall be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that the Certificate so surrendered will shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i2.3(b), each Certificate (other than Certificates representing Shares owned by Parent the Company or any Subsidiary of Parent) will be deemed at any time after TAGTCR or the Effective Time to Dissenting Shares), shall represent for all purposes only the right to receive the Merger Consideration. In the event that any Certificate shall have been lost, stolen or destroyed, the Paying Agent will pay in exchange for such lost, stolen or destroyed Certificate the Merger Consideration deliverable in respect thereof pursuant to this Agreement upon the delivery of a duly executed affidavit of that fact by the holder claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, reasonable indemnification against any claim that may be made against the Surviving Corporation with respect to such Certificate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event later than three Business Days after the Surviving Corporation Effective Time, Parent will instruct cause the Paying Payment Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Company Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding whose shares of Company Common Stock (were converted into the "Certificates"), right to receive the Merger Consideration (A) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Company Certificates will pass, only upon proper delivery of the Company Certificates to the Paying AgentPayment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and such letter of transmittal will be in such form and have such other provisions as the Surviving Corporation reasonably Parent may specifyspecify consistent with this Agreement) and (B) instructions for use in effecting the surrender of the Company Certificates or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for payment of the Merger Consideration. Upon . (ii) After the Effective Time, and upon surrender in accordance with Section 2.3(b)(i) of a Company Certificate or Book-Entry Shares for cancellation to the Paying Agent Payment Agent, together with such letter of transmittal, duly executed, and such other customary documents as may reasonably be required pursuant to such instructionsby the Payment Agent, the holder of such Company Certificate or Book-Entry Shares will be entitled to receive in respect thereof cash in an amount equal exchange therefor the Merger Consideration that such holder has the right to receive pursuant to the product provisions of (1) this Article II and the number Company Certificate or Book-Entry Shares so surrendered will be canceled. In the event of a transfer of ownership of shares of Company Common Stock represented by such Certificate and (2) that are not registered in the Merger Considerationtransfer records of the Company, and the Certificate so surrendered will forthwith payment may be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made issued to a person other than the person in whose name the surrendered Company Certificate is registered, it will be a condition of payment that the Certificate or Book-Entry Shares so surrendered will be is registered (the “Transferee”) if such Company Certificate or Book-Entry Share is properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay Transferee pays any transfer or other taxes Taxes required by reason of the such payment to a person other than the registered holder of the surrendered such Company Certificate or established Book-Entry Shares or establishes to the satisfaction of the Surviving Corporation Payment Agent that such tax Tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.3(b), each Company Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) and each Book-Entry Share will be deemed at any time after the Effective Time to represent for all purposes only the right to receive receive, upon such surrender, the Merger ConsiderationConsideration that the holder thereof has the right to receive in respect of such Company Certificate or Book-Entry Shares pursuant to the provisions of this Article II, subject, however, to the Surviving Corporation’s obligation to pay all dividends that may have been declared by the Company (solely as permitted by Section 5.1) and that remain unpaid at the Effective Time. No interest will be paid or will accrue on any Merger Consideration payable to holders of Company Certificates or Book-Entry Shares pursuant to the provisions of this Article II.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Certificate: (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will of the Certificates shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) ); and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment the right to receive the Per Share Amount with respect to each share of the Merger ConsiderationCompany Common Stock evidenced by such Certificate. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in exchange therefor the Per Share Amount with respect thereof cash in an amount equal to the product of (1) the number of shares each share of Company Common Stock represented evidenced by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will shall forthwith be cancelledcanceled. No interest will In the event of a transfer of ownership of shares of Company Capital Stock that is not registered in the transfer records of the Company, the proper amount of cash may be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made in exchange therefor to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will is registered if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that the person Person requesting such payment will shall pay any transfer or and other taxes Taxes required by reason of the payment to a person Person other than the registered holder of the surrendered such Certificate or established establish to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. No interest will be paid or will accrue on the Merger ConsiderationConsideration payable upon surrender of any Certificate.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but no later than the second business day thereafter), the Surviving Corporation will instruct shall cause the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary of Parent) Common Stock as of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock Time (the "Certificates"), (Ai) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will shall be in such a customary form and have such other provisions as reasonably acceptable to the Surviving Corporation reasonably may specify) Company), and (Bii) instructions for use in effecting the surrender of the Certificates and Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate or Book-Entry Shares, as applicable, for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly completed and validly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will or Book-Entry Shares, as applicable, shall be entitled to receive the applicable Merger Consideration, without interest, in respect thereof cash in an amount equal to the product exchange for each share of (1) the number of shares of Company Common Stock formerly represented by such Certificate and (2) the Merger Considerationor Book-Entry Shares, as applicable, and the Certificate or Book-Entry Shares, as applicable, so surrendered will shall forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.05(b), each Certificate or Book-Entry Shares, as applicable, (other than Certificates a Certificate or Book-Entry Shares, as applicable, representing Shares owned by Parent or any Subsidiary shares of ParentCommon Stock cancelled in accordance with Section 2.01(a)) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Common Stock theretofore represented by such Certificate or Book-Entry Shares, as applicable, are convertible into pursuant to Section 2.01(c).

Payment Procedures. As soon A. With respect to rehabilitation and renovation Projects, no payments are authorized or shall be made for stored material. Payments shall be made only for material incorporated into the Work. With respect to new construction, payments for stored material shall be made only if the Board specifically approves them, at its sole discretion. If the Board authorizes payment to be made on account of materials and equipment not incorporated in the Work, but delivered and suitably stored at the Site, or at some other location agreed upon in writing, General Contractor is entitled to the payments only if General Contractor submits appropriate bills of sale, waivers of lien, and other documents (such as, but not limited to completed UCC filings) the Board may require to establish its title to them and otherwise protect its interests, and complies with such other procedures as reasonably practicable after the Effective TimeBoard requires, including, but not limited to, those related to insurance and transportation to the Site, inspection and inventory of the materials or equipment. B. If General Contractor has complied with the requirements, Architect shall issue General Contractor a certificate for the amount which Architect determines to be properly due as agreed upon during the payment review meeting (including materials that are suitably stored, but not incorporated in the Work at no more than eighty percent (80%) of their actual value), during the preceding payment period. The amount of each partial payment is the total sum of completed Work less prior partial payments, retainage and payments withheld. C. Retainage of ten percent (10%) of the contract amount (including the value of change orders) shall be withheld from partial payments to General Contractor until the Work is fifty percent (50%) complete. Upon 50% completion of the Work, in accordance with performance measures as set forth in this Agreement, the Surviving Corporation retainage will instruct the Paying Agent be reduced to mail to each holder of record five percent (other than Parent or any Subsidiary of Parent5%) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (A) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Certificates to the Paying Agent, and will be in such form and have such other provisions Contract Amount as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will be entitled to receive in respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Considerationset forth above, and the Certificate so surrendered will forthwith 5% shall be cancelledreleased to General Contractor. Upon Final Acceptance of the Work, the remaining 5% retainage shall be released to General Contractor. General Contractor must pay all retainage owed to each Subcontractor for satisfactory completion of such Subcontractor’s accepted work within ten (10) days after any portion of the retainage is released by the Board to the General Contractor. D. No interest will be paid certificate issued nor payment to General Contractor, nor partial or accrued on entire use of the Merger Consideration payable upon Work or occupancy of the surrender Site by the Board or the User is an acceptance of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed Work or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is materials not applicable. Until surrendered in accordance with the provisions Contract Documents. E. Architect's certificates for payment are for the benefit of this Section 3.2(b)(i)the Board and shall not be relied upon by any other party (including any surety or Subcontractor of General Contractor) in any action against the Board, each Certificate (other than Certificates representing Shares owned by Parent Architect or anyone acting on behalf of either of them. F. Architect, Program Manager and Construction Manager may recommend that the Board withhold or nullify the whole or a part of any application for payment or any Subsidiary certificate for payment to the extent as may be necessary to protect the Board from loss because of: (i) defective Work not remedied; (ii) claims filed or reasonable evidence indicating probable filing of Parentclaims; (iii) will failure of General Contractor to properly pay Subcontractors or for material, services, or labor; (iv) a reasonable doubt that the Contract Documents can be deemed at any time after completed for the Effective Time balance then unpaid; (v) damage to represent for all purposes only the right to receive Work or property of the Merger Consideration.Board, the User or another contractor; (vi) erroneous estimates by General Contractor of the value of the Work performed; (vii) delinquent reports not remedied, including, but not limited to, monthly MBE/WBE utilization reports and certified payroll; (viii) unauthorized deviations by General Contractor from the Contract Documents; and

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time (but in no event more than three (3) Business Days thereafter), the Paying Agent, in accordance with written instructions received from the Company at or prior to the Effective Time, the Surviving Corporation will instruct the Paying Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding shares of Company Common Stock entitled to receive Merger Consideration pursuant to Section 2.1(c) (the "Certificates"), (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates) to the Paying Agent, and will which shall be in such form and shall have such other customary provisions as the Surviving Corporation reasonably may specify(including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form)) and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent), the holder of such Certificate will shall be entitled to receive in respect thereof cash in an amount equal to exchange therefor the product of (1) the number of shares Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and (2) the Merger ConsiderationCertificate, and the Certificate so surrendered will forthwith shall immediately be cancelledcanceled. No interest will be paid or accrued on If payment of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate is registered, it will shall be a condition of payment that (x) the Certificate so surrendered will shall be properly endorsed (or accompanied by separate stock powers) and shall otherwise be in proper form for transfer (and that the person signature on the endorsement or stock power, as the case may be, shall be guaranteed by an “eligible guarantor institution,” as such term is defined in Rule 17Ad-15 under the Exchange Act) and (y) the Person requesting such payment will pay shall have paid any transfer or and other similar taxes required by reason of the payment of the Merger Consideration to a person Person other than the registered holder of the such Certificate surrendered Certificate or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger ConsiderationConsideration as contemplated by this Article II, without interest.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five (5) Business Days thereafter), the Surviving Corporation will instruct shall cause the Paying Exchange Agent to mail to each holder of record of Company Common Stock (other than Parent or any Subsidiary holder which has previously and properly surrendered all of Parentits Certificates and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (i) a letter of a Certificate or Certificates transmittal (which, immediately prior to in the Effective Time, evidenced outstanding case of shares of Company Common Stock (the "represented by Certificates"), (A) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates will shall pass, only upon proper delivery of the such Certificates to the Paying Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and will shall be in such form and have such other provisions as Parent and the Surviving Corporation Company may reasonably may specifyagree and shall be prepared prior to Closing) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. Upon surrender of a Certificate Certificates for cancellation to the Paying Exchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly executed, completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required pursuant to such instructionsby the Exchange Agent), the holder of such Certificate will Certificates or Book-Entry Shares shall be entitled to receive in respect thereof cash in an amount equal exchange therefor, subject to any required withholding Taxes, the product of (1) the number of shares applicable Merger Consideration, without interest, for each share of Company Common Stock represented by such Certificate and (2) the Merger Considerationsurrendered, and the Certificate so any Certificates surrendered will shall forthwith be cancelled. No interest will be paid or accrued on the If payment of such Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person Person other than the person Person in whose name the surrendered Certificate or Book-Entry Share is registered, it will shall be a condition of payment that (A) the Certificate so surrendered will Person requesting such exchange present proper evidence of transfer or shall otherwise be properly endorsed or otherwise in proper form for transfer and that (B) the person Person requesting such payment will pay shall have paid any transfer or and other taxes Taxes required by reason of the payment of such Merger Consideration to a person Person other than the registered holder of the surrendered such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.3, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will and Book-Entry Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive (1) the applicable Merger ConsiderationConsideration as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. As soon (a) Parent shall be entitled to deduct and withhold, or cause to be deducted or withheld, from each CPR Payment Amount otherwise payable pursuant to this Agreement, such amounts as reasonably practicable after it is required to deduct and withhold with respect to the Effective Timemaking of such payment under the Code, the Surviving Corporation will instruct the Paying Agent to mail to each holder of record (other than Parent or any Subsidiary provision of Parentstate, local or foreign tax Law; provided, however, a CPR Payment Amount shall not have any amounts deducted or withheld under the Code or state, local or foreign tax Law if the CPR Holder with respect to such CPR Payment Amount shall have previously furnished to the Parent a duly executed IRS Form W-9 or IRS Form W-8, as the case may be, or analogous certifications or other information under state, local or foreign fax Law, in each case pursuant to the notice procedure in Section 6.2(b), and provided such form certificate and other information are sufficient to eliminate any and all requirements to deduct or withhold amounts from each applicable CPR Payment Amount under applicable 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 all purposes of this Agreement as having been paid to the Holder in respect of which such deduction and withholding was made. (b) Parent and Company agree to treat, all payments on the CPRs as representing consideration for the sale of Shares pursuant to the Merger Agreement for all tax and tax reporting purposes, except to the extent that a Certificate portion of such payments is required to be treated as imputed interest. (c) Neither Parent nor the Shareholder Representatives shall be liable to any person in respect of any CPR Payment Amount delivered to a public official pursuant to any applicable abandoned property, escheat or Certificates which, similar Law. If any CPR Payment Amount has not been paid prior to the one (1) year anniversary of the applicable CPR Payment Date (or immediately prior to such earlier date on which the Effective Time, evidenced outstanding shares CPR Payment Amount would otherwise escheat to or become the property of Company Common Stock (the "Certificates"any Governmental Entity), (A) a form of letter of transmittal (which will specify that delivery will be effectedany such CPR Payment Amount shall, and risk of loss and title to the Certificates will passextent permitted by applicable Law, only upon proper delivery become the property of the Certificates Parent, free and clear of all claims or interest of any person previously entitled thereto. (d) Notwithstanding anything to the Paying Agentcontrary contained herein, and will be in such form and have such other provisions as the Surviving Corporation reasonably may specify) and (B) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of if any loans, capital contributions or Taxes are deducted from a Certificate for cancellation to the Paying Agent together with such letter of transmittal, duly executedCPR Payment Amount, and such other customary documents as may be required pursuant loans, capital contributions or Taxes have been recouped or refunded (whether by way of loan repayment, return of capital or, with respect to such instructionsTaxes, any refund directly attributable to an adjustment to the holder taxable income of the Lifecomm JV allocable to Company with respect to the Tax periods or portions thereof ending on the date on which the applicable CPR Payment Amount was made), by or to Company on or before the Recoupment End Date, Parent shall refund to each Holder its Pro Rata Share of such Certificate will be entitled to receive in respect thereof cash in an amount equal to the product amounts within thirty (30) days of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment will pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered in accordance with the provisions of this Section 3.2(b)(i), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary Company’s, as applicable, receipt of Parent) will be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Considerationsuch recouped or refunded amounts.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, the Surviving Corporation will instruct Parent shall cause the Paying Agent to mail to each holder of record of (other than Parent i) a certificate or any Subsidiary of Parent) of a Certificate or Certificates which, certificates which immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock (the "“Certificates"”) or (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case, which at the Effective Time were converted into the right to receive the Merger Consideration pursuant to Section 2.1 hereof, (Aa) a form of letter of transmittal (which will which, in the case of Certificates, shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Agent and will shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably may specify) and (Bb) instructions for use in effecting the surrender of the Certificates or Uncertificated Shares in exchange for payment of the Merger Consideration. Upon (x) surrender of a Certificate Certificates for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto or (y) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, and such other customary documents as may reasonably be required pursuant to such instructionsby the Paying Agent, the holder of such Certificate will Certificates or Uncertificated Shares shall be entitled to receive in respect thereof cash in an amount equal to exchange the product portion of (1) the number of shares of Company Common Stock represented by such Certificate and (2) the Merger Consideration, without any interest thereon, to which such holder is entitled pursuant to Section 2.1, and the Certificate any Certificates so surrendered will shall forthwith be cancelled. No interest will be paid or accrued on If any portion of the Merger Consideration payable upon the surrender of any Certificate. If payment is to be made paid to a person Person other than the person Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it will shall be a condition of to such payment that the (A) either such Certificate so surrendered will shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and that (B) the person Person requesting such payment will shall pay to the Paying Agent any transfer or other taxes Taxes required by reason as a result of the such payment to a person Person other than the registered holder of the surrendered such Certificate or established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Parent that such tax Tax has been paid or is not applicablepayable. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i2.2(b), each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will Uncertificated Share shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration, without any interest thereon, upon such surrender.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Surviving Corporation will instruct the Paying Payment Agent to shall mail to each holder of record (other than Parent or any Subsidiary of Parent) of a Certificate certificate or Certificates which, certificates which immediately prior to the Effective Time, evidenced Time represented outstanding shares of Company Common Stock (the "Certificates"), ) ------------ whose shares were cancelled in the Merger pursuant to Section 2.1(c) the following documents: (Ai) a form of letter of transmittal (which will shall specify that delivery will shall be effected, and risk of loss and title to the Certificates will shall pass, only upon proper delivery of the Certificates to the Paying Agent, Payment Agent and will shall be in such form and have such other provisions as the Surviving Corporation Parent may reasonably may specify) ); and (Bii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Considerationwith respect thereto. Upon surrender of a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly executed, and such other customary documents as may be required pursuant to such instructions, the holder of such Certificate will shall be entitled to receive in exchange therefor the Merger Consideration payable with respect thereof cash in an amount equal to the product of (1) the number of shares of Company Common Stock represented by such Certificate and (2) pursuant to the Merger Considerationprovisions of this Article II, and the Certificate so surrendered will shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Parent so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the applicable Certificate. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, payment of the applicable Merger Consideration payable upon the surrender of any Certificate. If payment is to may be made to a person other than the person in whose name the surrendered Certificate is registered, it will be a condition of payment that transferee if the Certificate so surrendered will be properly endorsed or otherwise in proper form for representing such Company Common Stock is presented to the Payment Agent, accompanied by all documents required to evidence and effect such transfer and by evidence that the person requesting such payment will pay any applicable stock transfer or other taxes required by reason of the payment to a person other than the registered holder of the surrendered Certificate or established to the satisfaction of the Surviving Corporation that such tax has have been paid or is not applicablepaid. Until surrendered in accordance with the provisions of as contemplated by this Section 3.2(b)(i)2.2, each Certificate (other than Certificates representing Shares owned by Parent or any Subsidiary of Parent) will shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive upon such surrender the Merger ConsiderationConsideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of shares of Company Common Stock or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.