Common use of Payment Procedures Clause in Contracts

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 Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and but in any event not later than the fifth within five (5) Business Day following Days) after the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and shall have such other provisions as applicableParent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the amount equal to of cash into which the product shares of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the proper amount of cash to be paid upon due surrender of the Certificate may be paid in exchange therefor to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. (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 shall cause the Paying Agent shall to mail to each holder of record of Company Common Stock, (i) a certificate or certificates (each, a “Certificate”), which as of the Effective Time represented outstanding shares of Company Common Stock, the Restricted Shares whose Shares or the Company RSUs, that were canceled or converted into and became instead the right to receive the Merger Consideration pursuant to this ARTICLE IISection 2.1(a) or Section 2.4, (Aii) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent orAgent, and which shall be in such form and shall have such other customary provisions as Parent and the case of Book-Entry Shares, upon adherence Company may reasonably agree prior to the procedures set forth in the letter of transmittal, as applicableClosing Date) and (Biii) instructions for use in effecting the surrender of the Certificates (or Book-Entry Shares affidavits of loss in lieu thereof) in exchange for payment of the Merger Consideration. (ii) . Upon surrender of Certificates a Certificate (or Book-Entry Shares affidavits of loss in lieu thereof) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares shall Certificate shall, subject to Section 2.3, be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a check person other than the person in an amount equal to whose name the product surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Certificate so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration per Share. In to a person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate surrendered and shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (a) If a Payment Triggering Event occurs at any time prior to the termination of this Agreement then, within 10 calendar days after the occurrence of such Payment Triggering Event, the Company will deliver to the Rights Agent (i) As soon as reasonably practicable after an Officer’s Certificate certifying the Effective Time 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 “Payment Triggering Event Notice”), and (ii) an amount in cash equal to the 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 promptly (and in any event not later than the fifth within 10 Business Day following the Effective TimeDays) pay, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE IIby check mailed, (A) a letter of transmittal (which shall specify that delivery shall be effectedfirst-class postage prepaid, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case address of Book-Entry Shares, upon adherence to the procedures each Holder set forth in the letter CVR Register at such time or by other method of transmittaldelivery as specified by the applicable Holder in writing to the Rights Agent, as applicable) and (B) instructions for use an amount in effecting cash equal to such Holder’s Pro Rata Share of the surrender of Certificates or Book-Entry Shares in exchange for the Merger Considerationapplicable Payment Amount. (iic) Upon surrender of Certificates or Book-Entry Shares With respect to any Payment Amount that is paid to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates Company or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records Affiliate of the Company, a check for the Company shall have no further liability in respect of such Payment Amount upon delivery of the relevant funds to the Rights Agent in accordance with Section 2.3(a). (d) The Company and the Rights Agent will be entitled to deduct and withhold, or cause to be deducted and withheld, from any cash amounts required to be paid upon due surrender or 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 making of such payment or distribution (including in respect of the Certificate may distribution of CVRs) under any provision of applicable Law relating to Taxes. To the extent that amounts are so deducted and withheld, such deducted and withheld amounts will be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by treated for all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have purposes of this Agreement as having been paid or are 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 reasonable opportunity for the Holder to provide any necessary Tax forms in order to avoid or reduce such withholding amounts; provided, that the time period for payment of a Payment Amount by the Rights Agent set forth in Section 2.3(b) will be extended by a period equal to any delay caused by the Holder providing such forms, provided, further, that in no event shall such period be 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 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 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 writing by the Company (with written notice thereof from the Company to the Rights Agent), free and clear of all claims or interest of any Person previously entitled thereto, and no consideration or compensation shall be payable therefor, and (ii) the CVRs to which such payment 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 Company nor the Rights Agent will be liable to any 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 applicablein limitation of any 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 subject to in connection with transferring such property to the Company or a public official.

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 shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicablemay reasonably specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. 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 is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Certificate so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer such Certificate surrendered or shall have established to the reasonable satisfaction of ownership of Shares the Surviving Corporation that such tax either has been paid or is not registered in the transfer records of the Company, a check for any cash required to be paid. Until so surrendered or transferred, as the case may be, in accordance with this Section 3.2, each Certificate shall represent after the Effective Time 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 Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableCertificates.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth third Business Day following the Effective Time, the Paying Agent shall will mail to each holder of record of Common Shares whose Common Shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE II, Section 2.1 (A) a letter of transmittal (which shall will specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares to the Paying Agent or, and shall be in such form and have such other provisions as Parent and the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableCompany shall reasonably determine) and (B) instructions for use in effecting the surrender of Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of 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 together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive in exchange therefor a check payment in an amount equal to the product of (x) the number of Common Shares formerly represented by such holder’s properly surrendered Certificates (or affidavits of loss in lieu of Certificates as provided in Section 2.2(g)) or Book-Entry Shares multiplied by (y) the Merger Consideration per ShareConsideration. 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, a check for any cash the Merger Consideration to be paid upon due surrender of the Certificate formerly representing such Common Shares may be paid to such a transferee if the such Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other 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 to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts will be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares, Company Stock Options, Company Performance Shares or Company RSUs in respect of which or whom such deduction 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 shall to mail to each holder of record of shares of Class A Stock (other than Excluded Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, and Company Awards) (Ai) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as applicablethe Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Consideration pursuant to Section 1.07. Upon surrender of Certificates such a Certificate or Book-Entry Shares Share for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents“), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor a check in an amount equal to the product Merger Consideration for each share of (x) the number of Shares Class A Stock formerly represented by such holder’s properly surrendered Certificates Certificate or Book-Entry Shares multiplied by (y) Share, without any interest thereon, less any required withholding of taxes, and the Merger Consideration per ShareCertificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Shares Class A Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such a transferee shares if the Certificate formerly representing evidencing such Shares shares is presented to the Paying AgentAgent and is properly endorsed or otherwise in proper form for transfer. In such event, accompanied the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration must either pay any Transfer Tax or other Taxes required by all documents reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to 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 Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Class A Stock (other than Excluded Shares, Company Awards and effect any Dissenting Shares) formerly represented by such transfer 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 evidence that any applicable stock transfer Taxes have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or are not applicableBook-Entry Shares.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than three business days thereafter), the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, Company Common Stock (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in such form and shall have such other customary provisions as Parent and the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableCompany may reasonably agree) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Certificate so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate surrendered and shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration 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 fifth Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record (other than Parent or any Subsidiary of Shares whose Shares were converted into Parent) of a Certificate or Certificates which, immediately prior to the Merger Consideration pursuant to this ARTICLE IIEffective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (A) a form of letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and will be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Corporation reasonably may specify) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares shall Certificate will be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (x1) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (y2) the Merger Consideration, and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a person other than the event person in whose name the surrendered Certificate is registered, it will be a condition of a payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the person requesting such payment will pay any transfer records or other taxes required by reason of the Company, payment to a check for any cash to be paid upon due surrender person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are 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. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the a Merger Consideration pursuant to this ARTICLE II, Share (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent orAgent, and which shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and shall have such other provisions as applicableis customary) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment of the Merger Consideration. . Upon (iii) Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificates Certificate or Book-Entry Uncertificated Shares shall be entitled to receive promptly in exchange therefor the Merger Consideration, without interest, for each Merger Share formerly represented by such Certificate or Uncertificated Share, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. If payment of the Merger Consideration is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate or transferred Uncertificated Shares is registered, it shall be a condition of payment that (x) the number of Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares represented by such holder’s shall be properly surrendered Certificates or Book-Entry Shares multiplied by transferred and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration per Share. In in respect thereof or shall have established to the event of a transfer of ownership of Shares that is not registered in the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Uncertificated 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 Article II, without interest.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than five business days thereafter), the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, Company Common Stock (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in the case such form and shall have such other customary provisions (including customary provisions with respect to delivery of Bookan “agent’s message” with respect to shares held in book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, entry form) as applicableParent may reasonably specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product Merger Consideration, without interest, for each share of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly Certificate, and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate may is registered, it shall be paid to such a transferee if condition of payment that (x) the Certificate formerly representing such Shares is presented to the Paying Agent, so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and be accompanied by all documents required to evidence and effect such transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to evidence a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than three (3) Business Days thereafter), the fifth Business Day following Paying Agent, in accordance with written instructions received from the Company at or prior to the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Company Common Stock entitled to receive Merger Consideration pursuant to this ARTICLE II, Section 2.1(c) (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) to the Paying Agent orAgent, and which shall be in the case such form and shall have such other customary provisions (including customary provisions with respect to delivery of Bookan “agent’s message” with respect to shares held in book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableentry form)) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall immediately be canceled. If payment of the Merger Consideration is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented Certificate so surrendered shall be properly endorsed (or accompanied by separate stock powers) and shall otherwise be in proper form for transfer (and the signature on the endorsement or stock power, as the case may be, shall be guaranteed by an “eligible guarantor institution,” as such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by term is defined in Rule 17Ad-15 under the Exchange Act) and (y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate surrendered or shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail cause to be mailed to each holder of record of Shares a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose Shares shares were converted into a right to receive the Merger Consideration pursuant to this ARTICLE IISection 1.6, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such customary form and have such other provisions as applicableParent may reasonably specify) and (Bii) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareinto which the shares represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to this Article 1, and the Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Certificate will be deemed from and after the event of a transfer of ownership of Shares that Effective Time, for all corporate purposes, to evidence the right to receive Merger Consideration. From and after the date which is not registered in one year following the transfer records Closing Date, any portion of the CompanyPayment Fund that remains undistributed to the holders of Certificates shall be promptly delivered to Parent upon demand, a check and any holder of Certificates who has not theretofore complied with this Section 1.8 shall thereafter look only to the Surviving Corporation for any cash to be paid upon due surrender delivery of the Certificate may be paid Merger Consideration, subject in all events to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agentapplicable abandoned property, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid escheat or are not applicablesimilar laws.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of Shares whose Shares were converted into entitled to receive the Merger Consideration pursuant to this ARTICLE II, Section 3.01(a): (Ai) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableAgent) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares to the Paying AgentAgent of a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Sharefor each Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate Merger Consideration may be paid made to such a transferee person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Shares is presented shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration 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. (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 Rights 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 Rights Agent may presume conclusively for all purposes that a CVR Payment Event has not occurred. (b) At least five (5) Business Days prior to the applicable CVR Payment Date, 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 the Holders (the 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) As soon by check mailed to the address of each Holder as reasonably practicable after reflected in the Effective Time and in any event not later than CVR Register as of the fifth close of business on the last Business Day following prior to such CVR Payment Date, or, (ii) with respect to Holders that are due CVR Payment Amounts in excess of $100,000 who have provided the Effective TimeRights Agent with wire transfer instructions in writing, the Paying by wire transfer of immediately available funds to such account. The Rights Agent shall mail have no duty or obligation to each holder verify or confirm the accuracy, validity or sufficiency of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Considerationapplicable CVR Payment Amount. (iic) Upon surrender of Certificates or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Parent shall be entitled to receive in exchange therefor a check in an amount equal 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 to the product making of (x) such payment under the number Code, or any provision of Shares represented by state, local or foreign tax Law. To the extent that amounts are so withheld or paid over to or deposited with the relevant Governmental Entity, such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event withheld amounts shall be treated for all purposes of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be this Agreement as having been paid to the Holder in respect of which such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence deduction and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicablewithholding 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 Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE IISection 2.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Paying Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicableParent shall reasonably determine) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares Shares”) in exchange for the Merger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration per ShareConsideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the such Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other 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 to be withheld or deducted under the Internal Revenue Code of 1986 (the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options, in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon promptly 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 shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (Aother than Excluded Shares) a letter of transmittal (which shall specify in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates to the Paying Agent or, (or effective affidavits of loss in the case of lieu thereof) or Book-Entry Shares, upon adherence as the case may be, to the procedures set forth in the letter of transmittal, as applicable) Paying Agent 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 the Merger Consideration. (ii) . Upon the proper surrender of Certificates a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Shares Share to the Paying Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required requested by the Paying Agent, the holder of such Certificates Certificate or Book-Entry Shares shall Share will be entitled to receive in exchange therefor a check cash in an the amount equal (after giving effect to any required tax withholdings) that such holder has the product right 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 any amount payable upon due surrender of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per ShareShares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

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 shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time evidenced outstanding shares of Class A Stock (other than Excluded Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE IIand Restricted Shares), (Ai) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, and shall be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Consideration pursuant to Section 1.07. Upon surrender of Certificates or Book-Entry Shares such a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents”), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product Merger Consideration for each share of (x) the number of Shares Class A Stock formerly represented by such holder’s properly Certificate, without any interest thereon, less any required withholding of taxes, and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall thereupon be canceled. In the event of a transfer of ownership of Shares Class A Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such a transferee shares if the Certificate formerly representing evidencing such Shares shares is presented to the Paying AgentAgent and is properly endorsed or otherwise in proper form for transfer. In such event, accompanied the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by all documents reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to 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 this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Class A Stock (other than Excluded Shares, Restricted Shares and effect any Dissenting Shares) formerly represented by such transfer and 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 evidence that any applicable stock transfer Taxes have been paid or are not applicablein full satisfaction of all rights pertaining to the shares represented by such Certificates.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and (but in any no event not later more than the fifth five (5) Business Day Days following the Effective Time), Parent shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (Aother than Excluded Shares) a letter of transmittal (which shall specify in customary form as reasonably agreed by Purchaser and the Company specifying that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (B) instructions for use in effecting the surrender of the Certificates (or Book-Entry Shares effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) . Upon the proper surrender of Certificates a Certificate (or Book-Entry Shares effective affidavit of loss in lieu thereof) to the Paying Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required requested by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall Certificate will be entitled to receive in exchange therefor cash in the amount (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to this Article III in the form of a check check, to be mailed, as soon as reasonably practicable (but in an no event more than five (5) Business Days after the receipt thereof), and the Certificate so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount equal to payable upon due surrender of the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per ShareCertificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. All payments owed to the holders of Stock Options or holders of Warrants shall be made from the Payment Fund as soon as reasonably practicable after the Effective Time (but in no event more than five (5) Business Days after the Effective Time).

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or any Subsidiary of Shares whose Shares were converted into the Merger Consideration pursuant Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to this ARTICLE IIthe Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicableParent reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. Absolutely no interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a person other than the event person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be promptly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a transfer person other than the registered holder of ownership the surrendered Certificate or established to the satisfaction of Shares the Surviving Corporation that such tax has been paid or is not registered applicable. Until surrendered in accordance with the provisions of this Section 3.3(b), each Certificate (other than Certificates representing Shares owned by Parent or any subsidiary of Parent or held in the transfer records treasury of the Company, a check ) shall represent for any cash all purposes only the right to be paid upon due surrender of receive the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableMerger Consideration.

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 TimeClosing Date, the Paying Agent Parent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures form set forth in the letter Exhibit D (a “Letter of transmittalTransmittal”), an Indemnity Joinder Agreement and a Financing Joinder Agreement, as applicable) and , to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates or Book-Entry Shares except to the Paying Agentextent any of such documents have previously been received by Parent prior to the Closing from such Stockholder). After delivery to Parent of a Letter of Transmittal, together with 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 letter of transmittaldocuments have previously been received by Parent prior to the Closing from such Stockholder) (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by a certificate representing shares of Company Capital Stock (the Paying Agent“Company Stock Certificates”), Parent shall issue to the holder of such Certificates or Book-Entry Shares shall be entitled Company Stock Certificate the stock portion of the Merger Consideration issuable in respect thereto pursuant to receive Section 1.6(b)(i) and 1.6(b)(v) as set forth in exchange therefor a check in an amount equal to the product of Payment Spreadsheet (x) less the number of Shares represented by shares of Parent Common Stock withheld and deposited in the Escrow Fund pursuant to Section 1.6(b)(i) and Section 1.7(a) as set forth in the Payment Spreadsheet), and the Company Stock Certificate so surrendered shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time 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 holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) shares of Company Capital Stock shall have been so converted. No portion of the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may 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 a transferee if the Company Stock Certificate formerly representing shall surrender such Shares is presented to the Paying Agent, accompanied by all documents required to evidence Company Stock Certificate and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicablevalidly executed Exchange Documents pursuant hereto.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than two business days thereafter), the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, Company Common Stock (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in such form and shall have such other customary provisions as Parent and the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableCompany may reasonably agree) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Certificate so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate surrendered and shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (ia) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Buyer shall cause the Paying Agent shall exchange agent selected by Buyer (the "Exchange Agent") to mail to each holder the former shareholders of record Seller and former holders of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (A) a letter of Seller Rights appropriate transmittal materials (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates or other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of Certificates such certificates or other instruments to the Paying Agent or, in the case Exchange Agent). The certificate or certificates of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) Seller Common Stock and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates or Book-Entry Shares to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares instruments representing Seller Rights so surrendered shall be entitled to receive in exchange therefor a check in an amount equal to duly endorsed as the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per ShareExchange Agent may reasonably require. In the event of a transfer of ownership of Shares shares of Seller Common Stock represented by certificates that is not registered in the transfer records of Seller, the Company, a check Merger Consideration payable for any cash to be paid upon due surrender of the Certificate such shares as provided in Section 3.1 may be paid issued to such a transferee if the Certificate formerly certificates representing such Shares is presented shares are delivered to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer Taxes taxes have been paid paid. In the event any certificate representing Seller Common Stock certificate or are not applicable.Seller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger 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. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the ------------------ Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or any subsidiary of the Company or Parent, Purchaser or any other subsidiary of Parent or the Shareholder) of a certificate or certificates which, immediately prior to the Effective Time, evidenced outstanding Shares whose Shares were converted into (the Merger Consideration pursuant to this ARTICLE II"Certificates"), (Ai) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicableParent reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. Absolutely no interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a person other than the event person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be promptly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a transfer person other than the registered holder of ownership the surrendered Certificate or have established to the satisfaction of Shares the Surviving Corporation that such tax has been paid or is not registered applicable. Until surrendered in accordance with the provisions of this Section 5.2(b), each Certificate (other than Certificates representing the Shares owned by Parent, any subsidiary of Parent or the Shareholder or held in the transfer records treasury of the Company, a check ) shall represent for any cash all purposes only the right to be paid upon due surrender of receive the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableMerger Consideration.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate: (Ai) a letter of transmittal (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) Agent); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal the Per Share Amount with respect to the product each share of (x) the number of Shares represented Company Common Stock evidenced by such holder’s properly Certificate, and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Capital Stock that is not registered in the transfer records of the Company, a check for any the proper amount of cash to be paid upon due surrender of the Certificate may be paid in exchange therefor to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the 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 Consideration payable upon surrender of any Certificate.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not (but no later than the fifth two (2) Business Day following Days after the Effective Time), the Paying Exchange Agent shall will mail to each holder of record of Shares a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time (a “Certificate”) and to each holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), in each case, whose Shares shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE II, Section 2.01(a)(ii): (A1) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of such Certificates to the Paying Agent or, in the case of or Book-Entry Shares, upon adherence Shares to the procedures set forth Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the letter of transmittalCompany, as applicable) and and (B2) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger ConsiderationConsideration with respect to such shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.02(b)(iii) by, the Exchange Agent of a Certificate or Book-Entry Share, the holder thereof will be entitled to the Merger Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate or Book-Entry Share surrendered under this Agreement. Until such time as the Merger Consideration is issued to or at the direction of the holder of a surrendered Certificate or Book-Entry Shares, the Parent Common Stock that constitutes a portion thereof shall not be voted on any matter. (iii) The Exchange Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates and Book-Entry Shares in accordance with customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a)(ii). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares to on the Paying Agent, together with such letter Merger Consideration payable in respect of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required shares of Company Common Stock represented by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableShares.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any no event not later than the fifth Business Day following third business day) after the Effective Time, Acquiror shall cause the Paying Exchange Agent shall to mail to each holder Holder who, as of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE IIEffective Time, holds a Certificate or Certificates (Aexcluding any Certificates for Treasury Stock): (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the form letter of transmittal, as applicable) ; and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares for cancellation and delivery in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares to the Paying AgentExchange Agent and cancellation of a Certificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions thereto, and such any other documents as may customarily be reasonably required by the Paying Agentdocuments, the holder Holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the applicable amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareas determined pursuant to Section 2.1(a). In the event of a transfer surrender of ownership a Certificate representing shares of Shares Company Common Stock that is are not registered in the transfer records of the CompanyCompany under the name of the Holder surrendering such Certificate, a check certificate representing the 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 is registered if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such issuance shall pay any cash to be paid upon due surrender transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the Holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or shall establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Acquiror that such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. Until surrendered in accordance with the provisions of this Section 2.2, each Certificate shall represent for all purposes only the right to receive the applicable amount of the Merger Consideration 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 and in any event not later than the fifth Business Day following the Effective ------------------ Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into a Certificate, other than Parent, the Merger Consideration pursuant to this ARTICLE IICompany and any wholly owned subsidiary of Parent or the Company, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, a form and have such other provisions as applicableParent may reasonably specify) and (Bii) instructions for the use thereof in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the amount equal to of cash into which the product shares of (x) the number of Shares Common Stock theretofore represented by such holder’s Certificate shall have been converted pursuant to Section 2.5, and the Certificates so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the 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 is registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the transfer of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 2.6, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock owned by Parent or Book-Entry Shares multiplied any wholly owned subsidiary of Parent or held in the treasury of the Company or by (yany wholly owned subsidiary of the Company) shall be deemed at any time after the Merger Consideration per ShareEffective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 2.5. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event of any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a transfer of ownership of Shares that is not registered in condition precedent to the transfer records payment of the Company, a check for any cash to be paid upon due surrender Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be paid to such a transferee if the Certificate formerly representing such Shares is presented to made against Parent or the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall send, or will cause the Paying Agent shall mail to send, to each holder of record of a certificate or certificates (each, a "Certificate") that formerly represented outstanding Company Common Shares whose Shares that were converted into the right to receive Merger Consideration pursuant to this ARTICLE IISection 3.1, (A) a letter of transmittal and instructions (which shall be in customary form reasonably approved by the Company prior to the Effective Time and specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableAgent) and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment contemplated by this Section 3.2. Upon surrender of Certificates or Book-Entry Shares a Certificate to the Paying Agent, together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the amount equal of Merger Consideration which such holder has the right to receive pursuant to the product provisions of this Article III (x) after giving effect to any required withholding Tax). In no event will holders of Company Common Shares be entitled to interest on the number Merger Consideration. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration. If any portion of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of to a Person other than the Person in whose name the Certificate may is registered, it shall be paid a condition to such a transferee if payment that the Certificate formerly representing so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such Shares is presented payment shall pay to the Paying Agent, accompanied by all documents Agent any transfer or other Taxes required as a result of such payment to evidence and effect a Person other than the registered holder of such transfer and Certificate or establish to evidence the satisfaction of the Paying Agent that any applicable stock transfer Taxes have such Tax has been paid or are is not applicablepayable. 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. (i) As soon as reasonably practicable possible after the Effective Time (and in any event not later than within three (3) Business Days thereafter), Parent and the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares a Certificate or Certificates 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 Consideration pursuant to this ARTICLE II, (A) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such holder of record shall passpass to the Paying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent orAgent), and which letter shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) a customary form and (B) instructions for use in effecting the surrender of the Certificates (or Book-Entry Shares affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration. (ii) Consideration to which the holder thereof is entitled. Upon surrender of Certificates any Certificate (or Book-Entry Shares affidavit of loss in lieu thereof) to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor a check in an amount of cash in immediately available funds equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates Certificate (or Book-Entry Shares affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration per Share(less any required Tax withholdings as provided in Section 2.09(g)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.09. (ii) 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 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 Consideration (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 upon due surrender 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 Certificate may be paid to such a transferee if the Certificate formerly representing such case of Book-Entry Shares is presented held through The Depository Trust Company, an executed letter of transmittal to the Paying AgentAgent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, accompanied 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 all documents 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 to evidence Tax withholdings as provided in Section 2.09(g)), and effect the Book-Entry Shares of such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableholder shall forthwith be cancelled.

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 Paying Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Shares whose Shares were converted into (the Merger Consideration pursuant to this ARTICLE II"Certificates"), the following documents: (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicable) Concord may reasonably specify); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment with respect thereto. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal the Merger Consideration payable with respect to the product of (x) the number of Shares represented by such holder’s properly Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered Certificates shall forthwith be cancelled. In the event that a holder has lost or Book-Entry Shares multiplied misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Concord so requires by (ynotice in writing to the holder of such Certificate) satisfactory in form and substance to the Merger Consideration per ShareCompany'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 that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective Time (and in any event not later than within three (3) Business Days thereafter), Parent and the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Shares whose (other than Excluded Shares were converted into the Merger Consideration pursuant to this ARTICLE II, and Dissenting Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent orAgent, and which letter shall be in such form and have such other provisions as Parent and the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableCompany may reasonably agree) and (B) instructions for use in effecting the surrender of the Certificates (or Book-Entry Shares affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration. (ii) Consideration to which the holder thereof is entitled. Upon surrender of Certificates any Certificate (or Book-Entry Shares affidavit of loss in lieu thereof) to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount of cash in immediately available funds equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates Certificate (or Book-Entry Shares affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration per Share(less any required Tax withholdings as provided in Section 2.2(h)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.2. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be paid upon due surrender required to deliver a Certificate or an executed letter of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented transmittal to the Paying AgentAgent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, accompanied each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Per Share Merger Consideration shall upon receipt by all documents 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 to evidence Tax withholdings as provided in Section 2.2(h)), and effect the Book-Entry Shares of such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableholder shall forthwith be cancelled.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and shall have such other provisions as applicableParent may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the amount equal to of cash into which the product shares of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly Certificate shall have been converted pursuant to Section 2.1(c), and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the proper amount of cash to be paid upon due surrender of the Certificate may be paid in exchange therefor to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time A. With respect to rehabilitation and in any event not later than the fifth Business Day following the Effective Timerenovation Projects, the Paying Agent no payments are authorized or shall mail to each holder of record of Shares whose Shares were converted be made for stored material. Payments shall be made only for material incorporated into the Merger Consideration pursuant Work. With respect to this ARTICLE IInew construction, (A) a letter of transmittal (which shall specify that delivery payments for stored material shall be effectedmade 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 risk of loss and other documents (such as, but not limited to completed UCC filings) the Board may require to establish its title to Certificates shall passthem and otherwise protect its interests, only upon delivery of Certificates and complies with such other procedures as the Board requires, including, but not limited to, those related to insurance and transportation to the Paying Agent orSite, 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 the case of Book-Entry Shares, upon adherence to the procedures accordance with performance measures as set forth in this Agreement, the letter retainage will be reduced to five percent (5%) of transmittalthe Contract Amount as set forth above, as applicableand the 5% shall be released 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) and (B) instructions for use in effecting days after any portion of the surrender of Certificates or Book-Entry Shares in exchange for retainage is released by the Merger ConsiderationBoard to the General Contractor. (ii) Upon surrender D. No certificate issued nor payment to General Contractor, nor partial or entire use of Certificates the Work or Book-Entry Shares to occupancy of the Paying Agent, together with such letter Site by the Board or the User is an acceptance of transmittal, duly completed and validly executed any Work or materials not in accordance with the instructions theretoContract Documents. E. Architect's certificates for payment are for the benefit of 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, Architect or anyone acting on behalf of either of them. F. Architect, Program Manager and such other documents Construction Manager may recommend that the Board withhold or nullify the whole or a part of any application for payment or any certificate for payment to the extent as may customarily be required by necessary to protect the Paying AgentBoard from loss because of: (i) defective Work not remedied; (ii) claims filed or reasonable evidence indicating probable filing of claims; (iii) failure of General Contractor to properly pay Subcontractors or for material, services, or labor; (iv) a reasonable doubt that the Contract Documents can be completed for the balance then unpaid; (v) damage to the Work or property of the Board, the holder of such Certificates User or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of another contractor; (xvi) the number of Shares represented erroneous estimates by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records General Contractor of the Company, a check for any cash to be paid upon due surrender value of the Certificate may be paid to such a transferee if 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 Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.Contract Documents; and

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective Time (and in any event not later than within three (3) Business Days thereafter), Parent and the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into a Certificate or Certificates that immediately prior to the Merger Consideration pursuant to this ARTICLE II, Effective Time represented outstanding shares of Company Common Stock (other than Excluded Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent orAgent, and which letter shall be in such form and have such other provisions as Parent and the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableCompany may reasonably agree) and (B) instructions for use in effecting the surrender of the Certificates (or Book-Entry Shares affidavits of loss in lieu thereof) in exchange for the Per Share Merger Consideration. (ii) Consideration to which the holder thereof is entitled. Upon surrender of Certificates any Certificate (or Book-Entry Shares affidavit of loss in lieu thereof) to the Paying Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount of cash in immediately available funds equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates Certificate (or Book-Entry Shares affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration per Share(less any required Tax withholdings as provided in Section 2.10(h)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash to be paid payable upon due surrender of any Certificate. (ii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or an executed letter of transmittal to the Paying AgentAgent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, accompanied each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Per Share Merger Consideration shall upon receipt by all documents 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 to evidence Tax withholdings as provided in Section 2.10(h)), and effect the Book-Entry Shares of such transfer and to evidence that any applicable stock transfer Taxes have been holder shall forthwith be cancelled. No interest shall be paid or are not applicableaccrue on any cash payable upon conversion of any Book-Entry Shares.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and (but in any no event not later more than five business days thereafter), the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicablemay reasonably specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. 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 is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Certificate so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer such Certificate surrendered or shall have established to the reasonable satisfaction of ownership of Shares the Surviving Corporation that such Tax either has been paid or is not registered in the transfer records of the Company, a check for any cash required to be paid. Until so surrendered or transferred, as the case may be, in accordance with this Section 10(b), each Certificate shall represent after the Effective Time 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 Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableCertificates.

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 shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into a certificate or certificates which, immediately prior to the Merger Consideration pursuant to this ARTICLE IIEffective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Corporation reasonably may specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agents message" in accordance with the instructions theretocase of a book entry transfer, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (xA) the number of Shares shares of Company Common Stock formerly represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (yB) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In the event 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 shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the person requesting such payment shall pay any transfer records or other taxes required by reason of the Company, payment to a check for any cash to be paid upon due surrender person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time (but in no event more than three Business Days thereafter), Parent, HoldCo and in any event not later than the fifth Business Day following Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, the Paying Agent shall mail to each a holder of record of Shares whose Shares were Company Common Stock (other than the Company Common Stock to be cancelled or converted into the Merger Consideration pursuant to this ARTICLE II, in accordance with Section 2.1) (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in the case such form and shall have such other customary provisions (including customary provisions regarding delivery of Book-an “agent’s message” with respect to Book Entry Shares) as Parent, upon adherence HoldCo and the Company may reasonably agree prior to the procedures set forth in the letter of transmittal, as applicableClosing Date) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Book Entry Shares in exchange for payment of the Merger Consideration. (ii) Consideration as provided in Section 2.1.3. Upon surrender of Certificates a Certificate or Book-a Book Entry Shares Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates Certificate or Book-Book Entry Shares Share shall be entitled to receive in exchange therefor a check in an amount equal to the product Merger Consideration for each share of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly Certificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered Certificates or Book-Entry Shares multiplied by (y) shall forthwith be cancelled. If payment of the Merger Consideration per Share. In is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of a payment that (A) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (B) the Person requesting such payment shall have paid any transfer records and other Taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book Entry Share surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 2.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (and in any no event not later than three (3) Business Days after the fifth Business Day following Effective Time), Parent shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, the Paying Agent shall mail to each a holder of record of Company Shares whose 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 ARTICLE II, Agreement: (A) a letter of transmittal (transmittal, which shall be in a form mutually agreed to by the Company and Parent prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orand shall otherwise be in such form as Parent, in the case Company and the Paying Agent shall reasonably agree upon (a “Letter of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableTransmittal”) 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 (or affidavit of loss in lieu thereof) to the Paying Agent or to such other agent or agents as may be appointed in writing by Parent, and upon delivery of a Letter of Transmittal, duly executed and in proper form, with respect to such Certificates, the holder of record of such Certificates shall be entitled to receive the Merger Consideration for each such Company Share formerly represented by such Certificates (subject to any required Tax withholdings as provided in Section 2.9(e)), and any Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent to such payment that the Certificate so surrendered shall be properly 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 any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate 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 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. (ii) Upon surrender , the forms of Certificates or Book-Entry Shares which Letter of Transmittal and instructions shall be subject to the Paying Agentreasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoterms of such Letter of Transmittal, duly executed and such other documents as may customarily be required by the Paying Agentin proper form, the holder of such Certificates or Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor a check the Merger Consideration, for each such Book-Entry Share (subject to any required Tax withholdings as provided in an amount equal to the product of (x) the number of Shares represented by Section 2.9(e)), and such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) so surrendered shall forthwith be canceled. Payment of the Merger Consideration per Sharewith 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. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to 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 Certificate may 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 paid deemed to such a transferee if represent the Certificate formerly representing such Shares is presented right to receive payment in accordance with and to the Paying Agentextent provided by Section 262 of the DGCL, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableCanceled Company Shares.

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 Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates Upon surrender to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates or Book-Entry Shares to the Paying Agenta Certificate, together with such letter of transmittaltransmittal duly executed and completed, duly completed the Paying Agent shall pay to the holder of such Certificate the aggregate Price Per Share attributable to the number of shares of the Company Common Stock represented by such Certificate, and validly executed such Certificate will then be cancelled. Until surrendered in accordance with the instructions theretoprovisions of this Section 1.11, each Certificate (other than Certificates representing Dissenting Shares and such other documents as may customarily be required Certificates representing shares covered by Section 1.9(b)) will represent for all purposes only the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled right to receive the aggregate Price Per Share relating thereto. No interest shall accrue or be paid in exchange therefor a check in an amount equal respect of cash payable upon the surrender of Certificates. After the Effective Time, holders of Certificates shall cease to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records have any rights as shareholders of the Company, a check for 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 upon due surrender to a Person other than the registered holder of the shares represented by the Certificate may or Certificates surrendered in exchange therefor, it shall be paid a condition to such a transferee if payment that the Certificate formerly representing or Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such Shares is presented payment shall pay to the Paying Agent, accompanied by all documents Agent any transfer or other Taxes required as a result of such payment to evidence and effect a Person other than the registered holder of such transfer and shares or establish to evidence the satisfaction of the Paying Agent that any applicable stock transfer Taxes have such Tax has been paid or are is not applicablepayable. 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. (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 Paying Agent shall mail to each holder of record of Certificates or Book-Entry Shares whose Shares shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE II, Section 3.1(c) (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates to the Paying Agent or, (or affidavits of loss in the case lieu of such Certificates) or transfer of Book-Entry Shares, upon adherence Shares to the procedures set forth Paying Agent, and which shall be in the letter such form and shall have such other customary provisions (including customary provisions with respect to delivery of transmittal, an “agent’s message” with respect to Book-Entry Shares) as applicableParent may reasonably specify) and (Bii) 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 Certificates a Certificate or transfer of a Book-Entry Shares Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor a check in an amount equal to the product Merger Consideration, without interest, for each share of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly surrendered Certificates Certificate or held in book-entry form, and the Certificate or Book-Entry Shares multiplied by (y) Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration per Share. In is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of a payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (2) the Person requesting such payment shall have paid any transfer records and other similar taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book-Entry Share surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest.

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 Paying Surviving Company shall instruct the Exchange Agent shall to mail to each holder of record of Shares a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Common Stock (collectively, the "Certificates") whose Shares shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE IISection 2.1(a), (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Exchange Agent or, and shall be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Company may reasonably specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as reasonably may customarily be required by the Paying Exchange Agent, and acceptance thereof by the Exchange Agent, each holder of such Certificates or Book-Entry Shares a Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Sharespecified in Section 2.1(a) hereof, without interest thereon, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. In The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the event of a Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer of ownership of Shares that is not registered in on the transfer books and records of RCPI or its transfer agent of Certificates, and if Certificates are presented to RCPI for transfer, they shall be canceled against payment of the Company, a check for Merger Consideration as herein provided. If any cash payment of Merger Consideration is to be paid upon due surrender made to a Person other than the Person in whose name the Certificate surrendered for exchange is registered, it shall be a condition of such payment that the Certificate so surrendered shall be properly endorsed, with the signature guaranteed, or otherwise in proper form for transfer and that the Person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered, or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Company that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest thereon, less any required withholding taxes.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not practicable, but no later than the fifth Business Day following (5th) day, after the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of Common Shares whose (other than Excluded Shares were converted into the Merger Consideration pursuant to this ARTICLE II, and any Dissenting Shares) (Ai) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as applicablethe Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Consideration pursuant to Section 1.07. Upon surrender of Certificates such a Certificate or Book-Entry Shares Share for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by pursuant to such instructions (collectively, the Paying Agent“Transmittal Documents”), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares Merger Consideration for each Company Share formerly represented by such holder’s properly surrendered Certificates Certificate or Book-Entry Shares multiplied by (y) Share, without any interest thereon, less any required withholding of taxes, and the Merger Consideration per ShareCertificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Company Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such a transferee shares if the Certificate formerly representing evidencing such Shares shares is presented to the Paying AgentAgent and is properly endorsed or otherwise in proper form for transfer. In such event, accompanied the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration must either pay any Transfer Tax or other Taxes required by all documents reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to 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 Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Company Shares (other than Excluded Shares and effect any Dissenting Shares) formerly represented by such transfer 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 evidence that any applicable stock transfer Taxes have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or are not applicableBook-Entry Shares.

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 Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and associated Company Rights (the "Certificates") whose Shares were shares and associated Company Rights are converted pursuant to Section 3.01(c) into the right to receive the Merger Consideration pursuant to this ARTICLE II, Price (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent or, and shall be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Price. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Payment Agent, together with such letter of transmittal, transmittal duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentits terms, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal representing the Merger Price per share of Company Common Stock represented thereby, which such holder has the right to receive pursuant to the product provisions of (x) this Article III, and the number Certificate so surrendered shall forthwith be canceled. In no event shall the holder of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) any Certificate be entitled to receive interest on any funds to be received in the Merger Consideration per ShareMerger, including any interest accrued in respect of the Payment Fund. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Merger Price may be paid issued to such a transferee if the Certificate formerly representing such Shares Company Common Stock is presented to the Paying Agent, Payment Agent accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer Taxes taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 3.02(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Price per share of Company Common Stock represented thereby as contemplated by this Article III.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and (but in any no event not later more than five business days thereafter), the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as the Surviving Corporation or the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicablemay reasonably specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive receive, and Parent shall cause the Paying Agent to promptly pay to such holder, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and such Certificate so surrendered shall be forthwith cancelled. 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 is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Certificate so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer such Certificate surrendered or shall have established to the reasonable satisfaction of ownership of Shares the Surviving Corporation that such tax either has been paid or is not registered in the transfer records of the Company, a check for any cash required to be paid. Until so surrendered or transferred, as the case may be, in accordance with this Section 3.2, each Certificate shall represent after the Effective Time 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 Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableCertificates.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of Shares a Certificate whose Shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE II, Section 2.01(a) (Ai) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableExchange Agent) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares to the Paying AgentExchange Agent of a Certificate for cancellation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check the Merger Consideration which such holder has the right to receive in an amount equal to respect of the product of (x) the number of Shares formerly represented by such holder’s properly Certificate and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Merger Consideration may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer Taxes taxes have been paid or are not applicablepaid. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration without interest thereon.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent and Merger Sub shall cause the Paying Exchange Agent shall to mail to each holder of record (as of immediately prior to the Effective Time) of shares of Non-Electing Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (Ai) a letter of transmittal in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares to the Paying Agent or, in the case Exchange Agent) (a “Letter of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableTransmittal”) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates or Book-Entry Shares Consideration payable in respect thereof pursuant to the Paying Agentprovisions of this Article II. Each holder of Electing Shares shall have previously completed and delivered to the Exchange Agent a Letter of Transmittal in accordance with Section 2.7(f)(ii) above. Each holder of 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 of the shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions thereto, Letter of Transmittal and such other documents as may customarily reasonably be required requested by the Paying Exchange Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration per Sharepayable in respect thereof pursuant to the provisions of this Article II. In No interest shall be paid or accrued on the event of a cash payable upon the surrender or transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableUncertificated Share.

Payment Procedures. 3.2.1. Customary transmittal materials (i“Letter of Transmittal”) As in a form satisfactory to SR Bancorp and Regal Bancorp shall be mailed as soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the First Effective Time, the Paying Agent shall mail but in no event later than five (5) Business Days thereafter, to each holder of record of Shares whose Shares were 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 (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 into thereby. 3.2.2. At and after the First Effective Time, each Certificate shall represent only the right to receive the Merger Consideration pursuant (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 dividends or distributions with a 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 ARTICLE IIAgreement on or prior to the First Effective Time and that remain unpaid at the First Effective Time, 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 Regal Bancorp Common 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 (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orExchange Agent, (ii) be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, a form and contain any other provisions as applicable) SR Bancorp may reasonably determine and (Biii) include instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon the proper surrender of the Certificates or Book-Entry Shares to the Paying Exchange Agent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying AgentLetter of Transmittal, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefore a check in an the amount equal to the product cash that such holder has the right to receive pursuant to Section 3.1. Certificates so surrendered shall forthwith be canceled. As soon as practicable following receipt of (x) the number properly completed Letter of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) Transmittal and any necessary accompanying documentation, the Exchange Agent shall distribute the Merger Consideration per Shareas provided herein, in each case without interest. In the event of If there is a transfer of ownership of Shares that is any shares of Regal Bancorp Common Stock not registered in the transfer records of Regal Bancorp, the Company, a check for any cash Merger Consideration shall be issued to be paid upon due surrender of the Certificate may be paid to such a transferee thereof if the Certificate formerly Certificates representing such Shares is Regal Bancorp Common Stock are presented to the Paying Exchange Agent, accompanied by all documents required 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 taxes have been paid. 3.2.5. The stock transfer books of Regal Bancorp shall be closed immediately upon the 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 shares of Regal Bancorp Common Stock. If, after the First Effective Time, Certificates are presented to SR Bancorp, they shall be canceled and exchanged for the Merger Consideration deliverable in respect thereof pursuant to this Agreement in accordance with the 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 Agreement, without any interest thereon. If outstanding Certificates are not applicablesurrendered 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), 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 (or any affiliate thereof) shall be liable to any former holder of Regal Bancorp Common Stock for any amount delivered to a public official pursuant to applicable abandoned property, escheat or similar laws.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent and the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a certificate or certificates which immediately prior the Effective Time evidenced outstanding Shares whose Shares were converted into (the Merger Consideration pursuant to this ARTICLE II"Certificates"), (Ai) a letter Letter of transmittal (which shall specify Transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.8(e)) to the Paying Agent orPayment Agent, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the applicable Merger Consideration. (ii) . Upon surrender of Certificates a Certificate for cancellation or Book-Entry Shares submission of an affidavit of loss in lieu thereof in accordance with Section 2.8(e) herein to the Paying Agent, Payment Agent together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in 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 (x) Merger Consideration multiplied by the number of Shares theretofore represented by such holder’s Certificate, and the Certificate so surrendered shall forthwith be canceled. Such payment shall be mailed promptly after receipt of such Certificate together with a properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Sharecompleted Letter of Transmittal. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until so surrendered, each such Certificate may 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 is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such a transferee if payment that the Certificate formerly representing so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such Shares is presented payment shall pay to the Paying Agent, accompanied by all documents Payment Agent any transfer or other taxes required as a result of such payment to evidence and effect a Person other than the registered holder of such transfer and Certificate or establish to evidence the satisfaction of the Payment Agent that any applicable stock transfer Taxes have such tax has been paid or are is not applicablepayable.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time (but in no event more than three Business Days thereafter), Parent and in any event not later than the fifth Business Day following Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, the Paying Agent shall mail to each a holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Share Certificate (other than a Share Certificate representing (A) Canceled Shares or (B) Appraisal Shares, which shall be treated in accordance with Section 2.06) (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates such Share Certificate shall pass, only upon delivery of Certificates such Share Certificate (or affidavits in lieu thereof in accordance with Section 2.02(d)) to the Paying Agent orAgent), which shall be in such form and shall have such other customary provisions as Parent and the case of Book-Entry Shares, upon adherence Company may reasonably agree prior to the procedures set forth in the letter of transmittalClosing Date, as applicable) and (By) instructions for use in effecting the surrender of Certificates or Book-Entry Shares such Share Certificate to the Paying Agent in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). (ii) Upon surrender delivery of Certificates or Book-Entry Shares to the Paying Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may reasonably be required by the Paying Agent), and surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)), as contemplated in subsection (i) of this Section 2.02(b), Parent and the Surviving Corporation shall instruct the Paying Agent to, as promptly as practicable, pay and deliver to the holder of such Share Certificate the aggregate Merger Consideration that such holder has the right to receive pursuant to this Agreement (in each case, with respect to the shares of Company Common Stock formerly represented by such Share Certificate), and the Share Certificates so surrendered shall forthwith be canceled. Until surrendered as contemplated by this Section 2.02, each Share Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.02. (iii) (A) The Persons who were, at the Effective Time, holders of Book-Entry Shares (other than (i) Canceled Shares or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.06) shall not be required to deliver a Share Certificate or an executed letter of transmittal to the Paying Agent or to take any other action to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 2.01(c); provided, that such Persons may be required to comply with procedures as may customarily be required by the Paying Agent, the holder Agent for holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableShares.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than Time, Parent shall cause the fifth Business Day following Paying Agent to deliver to each record holder, as of the Effective Time, of an outstanding certificate or certificates that immediately prior to the Paying Agent shall mail to each holder Effective Time represented shares of record of Shares whose Shares were converted into Company Common Stock (the Merger Consideration pursuant to this ARTICLE II, (A“Certificates”) a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent or, and which shall be in a customary form and agreed to by Parent and the case of Book-Entry Shares, upon adherence Company prior to the procedures set forth in the letter of transmittal, as applicableClosing) and (B) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration set forth in Section 2.1(b)(i). (ii) Upon surrender of Certificates or Book-Entry Shares to the Paying AgentAgent of a Certificate, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive (and Parent shall cause the Paying Agent to promptly deliver to such holder) in exchange therefor a check in an amount equal to the product of (x) the number of Shares Merger Consideration for each share formerly represented by such holder’s properly surrendered Certificate and such Certificate shall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares multiplied by (y) on the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered payable in the transfer records respect of the Company, a check for any cash Certificates. 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 Governmental Entity, “Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid upon due surrender any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration 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. (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 Paying Agent shall mail to each holder of record of Shares a Certificate or Certificates whose Shares shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE IISection 2.1(a), (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the amount equal to of cash into which the product of (x) the aggregate number of Shares shares of Company Common Stock previously represented by such holder’s properly Certificate shall have been converted pursuant to Section 2.1(a), and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a check person other than the person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any cash to be paid upon due surrender transfer or other taxes required by reason of the payment to a person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive, upon surrender of such Certificate, the Merger Consideration 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. (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 shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into a certificate or certificates which, immediately prior to the Merger Consideration pursuant to this ARTICLE IIEffective Time, evidenced outstanding shares of Company Common Stock (Athe "Certificates") (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Corporation reasonably may specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed executed, or an "agent's message" in accordance with the instructions theretocase of a book entry transfer, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (xA) the number of Shares shares of Company Common Stock formerly represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (yB) the Merger Consideration, less any required withholding taxes, and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In the event 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 shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the person requesting such payment shall pay any transfer records or other taxes required by reason of the Company, payment to a check for any cash to be paid upon due surrender person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of this Section 3.3(b), each Certificate converted into the right to receive cash pursuant to Section 3.2(a) hereof shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration.

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 Paying Agent shall mail to each holder of record of Shares whose Shares were converted into a certificate (each a “Certificate”) representing shares of Common Stock or Class A Common Stock, other than shares owned by Parent, the Merger Consideration pursuant to this ARTICLE IICompany and any wholly-owned subsidiary of Parent or the Company, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon actual delivery of the Certificates to the Paying Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, a form and have such other provisions as applicableParent may reasonably specify) and (Bii) instructions for the use thereof in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the amount equal to of cash into which the product shares of (x) the number of Shares Common Stock theretofore represented by such holder’s Certificate shall have been converted pursuant to Section 1.6, and the Certificates so surrendered shall forthwith be canceled. No interest will be paid or will accrue on the 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 is registered, it shall be a condition of payment that such Certificate shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the transfer of such Certificate or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 1.7, each Certificate (other than Certificates representing Dissenting Shares and Certificates representing any shares of Common Stock or BookClass A Common Stock owned by Parent or any wholly-Entry Shares multiplied owned subsidiary of Parent or held in the treasury of the Company or by (yany wholly-owned subsidiary of the Company) shall be deemed at any time after the Merger Consideration per ShareEffective Time to represent only the right to receive upon such surrender the amount of cash, without interest, into which the shares of Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.7. Notwithstanding the foregoing, none of the Paying Agent, the Surviving Corporation or any party hereto shall be liable to a former stockholder of the Company for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. In the event of any Certificate shall have been lost, stolen or destroyed, Parent may, in its discretion and as a transfer of ownership of Shares that is not registered in condition precedent to the transfer records payment of the Company, a check for any cash to be paid upon due surrender Merger Consideration in respect of the shares represented by such Certificate, require the owner of such lost, stolen or destroyed Certificate to deliver a bond in such sum as it may reasonably direct as indemnity against any claim that may be paid to such a transferee if made against Parent, the Certificate formerly representing such Shares is presented to Company or the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than the fifth five (5) Business Day following the Effective TimeDays thereafter), the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of Shares whose Shares were converted into Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates and Book-Entry Shares, as applicable, to the Merger Consideration pursuant to this ARTICLE II, Exchange Agent in accordance with Section 2.2) (Ai) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent or, in the case of Book-Entry SharesExchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as applicableParent and the Company may reasonably agree 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. (ii) . Upon surrender of Certificates for cancellation to the 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 to the Paying AgentShares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Exchange Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a check Person other than the Person in an amount equal to whose name the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates Certificate or Book-Entry Shares multiplied by Share is registered, it shall be a condition of payment that (yA) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate or Book-Entry Share surrendered or shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.3, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive (1) the applicable Merger Consideration 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. (i) As soon as reasonably practicable Promptly after the Effective Time (but in no event more than three business days thereafter), Parent and in any event not later than the fifth Business Day following Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, the Paying Agent shall mail to each a holder of record of Shares whose Shares were converted into Company Common Stock (other than the Merger Consideration pursuant Company Common Stock to this ARTICLE II, be canceled in accordance with Section 2.01(b)) (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in the case such form and shall have such other customary provisions (including customary provisions regarding delivery of Book-an “agent’s message” with respect to Book Entry Shares, upon adherence ) as Parent and the Company may reasonably agree prior to the procedures set forth in the letter of transmittal, as applicableClosing Date) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Book Entry Shares in exchange for payment of the Merger Consideration. (ii) Consideration as provided in Section 2.01(c). Upon surrender of Certificates a Certificate or Book-a Book Entry Shares Share for cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates Certificate or Book-Book Entry Shares Share shall be entitled to receive in exchange therefor the Merger Consideration for each share of Company Common Stock formerly represented by such Certificate or Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a check Person other than the Person in an amount equal to whose name the product surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Certificate or Book Entry Share so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate or Book Entry Share surrendered and shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II.

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 Paying Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Shares whose Shares were converted into (the Merger Consideration pursuant to this ARTICLE II"Certificates"), the following documents: (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicable) Phoenix may reasonably specify); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment with respect thereto. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal the Merger Consideration payable with respect to the product of (x) the number of Shares represented by such holder’s properly Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered Certificates shall forthwith be cancelled. In the event that a holder has lost or Book-Entry Shares multiplied misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Phoenix so requires by (ynotice in writing to the holder of such Certificate) satisfactory in form and substance to the Merger Consideration per ShareCompany'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 that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer Taxes taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

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 shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or TAGTCR) of Shares whose Shares were converted into a certificate or certificates which, immediately prior to the Merger Consideration pursuant to this ARTICLE IIEffective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be cancelled. No interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. If payment is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of 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 2.3(b), each Certificate (other than Certificates representing Shares owned by the Company or TAGTCR or the 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 transfer duly executed affidavit of ownership of Shares that is not registered in fact by the transfer records of the Company, a check for any cash holder claiming such Certificate to be paid upon due surrender of lost, stolen or destroyed and, if required by the Certificate Surviving Corporation, reasonable indemnification against any claim that may be paid made against the Surviving Corporation with respect to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableCertificate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and Time, but in any no event not later than the fifth three Business Day following Days after the Effective Time, Parent will cause the Paying Payment Agent shall to mail to each holder of record of Shares a Company Certificate whose Shares shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to this ARTICLE II, (A) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Company Certificates shall will pass, only upon proper delivery of the Company Certificates to the Paying Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and such letter of transmittal will be in such form and have such other provisions as applicableParent may specify consistent with this Agreement) and (B) instructions for use in effecting the surrender of the Company Certificates or or, in the case of Book-Entry Shares, the surrender of such Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon After the Effective Time, and upon surrender in accordance with Section 2.3(b)(i) of Certificates a Company Certificate or Book-Entry Shares for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required by the Paying Payment Agent, the holder of such Certificates Company Certificate or Book-Entry Shares shall will be entitled to receive in exchange therefor a check in an amount equal the Merger Consideration that such holder has the right to receive pursuant to the product provisions of (x) this Article II and the number of Shares represented by such holder’s properly surrendered Certificates Company Certificate or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareso surrendered will be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is are not registered in the transfer records of the Company, payment may be issued to a check person other than the person in whose name the Company Certificate or Book-Entry Shares so surrendered is registered (the “Transferee”) if such Company Certificate or Book-Entry Share is properly endorsed or otherwise in proper form for transfer and the Transferee pays any cash transfer or other Taxes required by reason of such payment to be paid upon due surrender a person other than the registered holder of such Company Certificate or Book-Entry Shares or establishes to the satisfaction of the Certificate may be paid to Payment Agent that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have Tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Company Certificate and each Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive, upon such surrender, the Merger Consideration 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. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record (as of Shares whose Shares were converted into the Merger Consideration pursuant Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to this ARTICLE IIthe Effective Time represented the outstanding shares of Company Common Stock, (Ai) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall contain such other provisions as applicableParent shall reasonably specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the portion of the Merger Consideration. (ii) Consideration payable upon surrender of said Certificates. Upon surrender of Certificates or Book-Entry Shares for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentpursuant to those instructions, the holder holders of such Certificates or Book-Entry Shares formerly representing the Company Common Stock shall be entitled to receive in exchange therefor a check in an amount equal to the product portion of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Sharepayable for such shares of Company Common Stock, and the Certificates so surrendered shall forthwith be canceled. In Until so surrendered, outstanding Certificates shall be deemed from and after the event of a transfer of Effective Time, for all corporate purposes, to evidence only the ownership of Shares that is not registered in the transfer records respective portion of the Company, a check for any cash Merger Consideration to be paid upon due which the record holder of such Certificate is entitled by virtue thereof. Promptly following surrender of any such Certificates and the Certificate may be paid to such a transferee if duly executed letters of transmittal, the Certificate formerly representing such Shares is presented Paying Agent shall deliver to the Paying Agentrecord holders thereof, accompanied by all documents required without interest, the portion of the Merger Consideration to evidence and effect which such transfer and holder is entitled upon surrender of said Certificates, subject to evidence that any applicable stock transfer Taxes have been paid or are not applicablethe restrictions set forth herein.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, Company Common Stock (Ai) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of Certificates for cancellation to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter receipt of transmittal, as applicable) and (B) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon surrender of Certificates or Book-Entry Shares to an “agent’s message” by the Paying AgentAgent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding taxes, the Merger Consideration, without interest, for each share of Company Common Stock surrendered, and any Certificates surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a check Person other than the Person in an amount equal to whose name the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates Certificate or Book-Entry Shares multiplied Share in exchange therefor is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other taxes required by (y) reason of the payment of the Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate or Book-Entry Share surrendered or shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than Time, Parent shall cause the fifth Business Day following Exchange Agent to deliver to each record holder, as of immediately prior to the Effective Time, the Paying Agent shall mail to each holder of record of Eligible Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE IIrepresented by book-entry (“Book-Entry Shares”) not held through DTC, (A) a letter statement reflecting the number of transmittal Parent Shares (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent orin uncertificated book-entry form) representing, in the case aggregate, the whole number of Book-Entry Parent Shares, upon adherence if any, that 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 procedures set forth in the letter of transmittal, as applicableEffective Time) and (B) instructions for use a check or wire transfer in effecting an aggregate amount equal to the surrender cash payable in lieu of Certificates or Book-Entry any fractional Parent Shares in exchange for the Merger Considerationpursuant to Section 2.4(f). (ii) Upon surrender of Certificates or With respect to Book-Entry Shares held through DTC, Parent and the Company shall cooperate to establish procedures with the Paying AgentExchange 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, together with such letter upon surrender of transmittal, duly completed and validly executed Eligible Shares held of record by DTC or its nominees in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying AgentDTC’s customary surrender procedures, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to Common Consideration, the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender 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 shall be paid or accrued on the Common Consideration or any other amount payable in respect of any Eligible Shares pursuant to this Article II. (iv) If payment of any Common Consideration is to be made to a Person other than a Person in whose name the Book-Entry Share is registered, it shall be a condition of payment that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the Certificate may be paid payment of the Merger Consideration to a Person other than the registered holder of such a transferee if the Certificate formerly representing such Shares is presented Book-Entry Share or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable stock transfer Taxes have been paid or are Tax is not applicablepayable.

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 shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, shares of Company Stock (Aother than Excluded Shares) (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as applicablethe Surviving Corporation may reasonably specify) and (Bii) instructions for use in effecting the surrender of such Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Consideration pursuant to Section 1.07. Upon surrender of Certificates such a Certificate or Book-Entry Shares Share for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by the Surviving Corporation, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by pursuant to such instructions (collectively, the Paying Agent"Transmittal Documents"), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor a check in an amount equal to the product Merger Consideration for each share of (x) the number of Shares Company Stock formerly represented by such holder’s properly surrendered Certificates Certificate or Book-Entry Shares multiplied by (y) Share, without any interest thereon, less any required withholding of taxes, and the Merger Consideration per ShareCertificate or Book-Entry Share so surrendered shall thereupon be canceled. In the event of a transfer of ownership of Shares Company Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such a transferee shares if the Certificate formerly representing evidencing such Shares shares is presented to the Paying AgentAgent and is properly endorsed or otherwise in proper form for transfer. In such event, accompanied the signature on the Certificate or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration must either pay any Transfer Tax or other Taxes required by all documents reason of the payment to a Person other than the registered holder of the Certificate so surrendered or establish to 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 Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with this Section 2.02, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Company Stock (other than Excluded Shares and effect any Dissenting Shares) formerly represented by such transfer 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 evidence that any applicable stock transfer Taxes have been paid in full satisfaction of all rights pertaining to the shares represented by such Certificates or are not applicableBook-Entry Shares.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and Time, but in any no event not later than four (4) business days after the fifth Business Day following Effective Time (assuming the Company has provided to Acquiror an electronic list of the names, addresses, and tax identification numbers of the Company Stockholders and the information provided in the certificate in Section 6.08 at least one (1) business day prior to the Effective Time), Acquiror shall cause the Exchange Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the Paying Agent shall mail "Certificates") that immediately prior to each holder the Effective Time evidenced outstanding shares of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, Company Common Stock (Aexcluding any shares described in Sections 2.01(c)): (i) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares for payment therefor. The Exchange Agent shall provide to the Company (for delivery to the Company Stockholders) all such documentation in exchange for advance of the Merger Consideration. Effective Time, but in any event not less than one (ii1) week prior to the Closing Date. Upon surrender of Certificates or Book-Entry Shares to the Paying AgentExchange Agent of a Certificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions thereto, and such any other documents as may customarily be required by the Paying Agentdocuments, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check the applicable consideration set forth in an amount equal to the product of (x) the number of Shares represented by Section 2.01, and such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per ShareCertificate shall forthwith be canceled. In the event of a transfer surrender of ownership a Certificate representing shares of Shares that is Company Common Stock which are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, a check certificate representing the 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 is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any cash to be paid upon due surrender transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or shall establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Acquiror that such transfer and to evidence that any applicable stock transfer Taxes have been paid or 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 2.02, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.01, without any interest thereon.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time (but in no event more than three business days thereafter), Parent and in any event not later than the fifth Business Day following Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, the Paying Agent shall mail to each a holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, Certificates (other than (A) the Certificates representing Appraisal Shares to be treated in accordance with Section 2.07 and (B) the Certificates representing shares of Company Common Stock to be canceled or converted in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in such form and shall have such other customary provisions as Parent and the case of Book-Entry Shares, upon adherence Company may reasonably agree prior to the procedures set forth in the letter of transmittal, as applicableClosing Date) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. (ii) Consideration as provided in Section 2.01(c). Upon surrender of Certificates or Book-Entry Shares a Certificate for cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product Merger Consideration for each share of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly Certificate, and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) shall forthwith be canceled. If payment of the Merger Consideration per Share. In is to be made to a Person other than the event Person in whose name the surrendered Certificate is registered, it shall be a condition of a payment that (1) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (2) the Person requesting such payment shall have paid (or caused to be paid) any transfer records of the Company, a check for any cash and other Taxes required to be paid upon due surrender by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.02, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.02.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall cause the Paying Agent shall to mail to each person who was, at the Effective Time, a holder of record of Shares whose Shares were converted into entitled to receive the Merger Consideration pursuant to this ARTICLE II, Section 3.01(a): (Ai) a letter of transmittal (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates evidencing such Shares (the "Certificates") shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableAgent) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares to the Paying AgentAgent of a Certificate for cancellation, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Sharefor each Share formerly evidenced by such Certificate, and such Certificate shall then be canceled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate Merger Consideration may be paid made to such a transferee person other than the person in whose name the Certificate so surrendered is registered if the Certificate formerly representing such Shares is presented shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall have paid all transfer and other Taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of such Certificate or established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02, each Certificate shall be deemed at all times after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration 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. (ia) As soon as reasonably practicable after No later than forty-five (45) days following the Effective Time end 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 Company shall deliver to the Rights Agent a CVR Payment Statement for the such CVR Payment Period. Concurrent with the delivery of each CVR Payment Statement, on the terms and conditions of this Agreement, the Company shall pay the Rights Agent in U.S. dollars an amount equal to eighty percent (80%) of the 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 (20) Business Days prior to the date of the applicable payment. Upon receipt of the wire transfer referred to in the foregoing sentence, the Rights Agent shall promptly (and in any event not later than the fifth event, within ten (10) Business Day following the Effective TimeDays) pay, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE IIby check mailed, (A) a letter of transmittal (which shall specify that delivery shall be effectedfirst-class postage prepaid, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures address each Holder set forth in the letter CVR Register at such time or by other method of transmittaldeliver 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 applicablesoon 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 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 (B) instructions for use the satisfaction of each of the Company’s obligations set forth in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Considerationthis Section 2.4(b). (iib) Upon surrender of Certificates The Rights Agent shall solicit from each Holder an IRS Form W-9 or Book-Entry Shares applicable IRS Form W-8 at such time or times as is necessary to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily permit any payment under this Agreement to be required by the Paying Agentmade without U.S. federal backup withholding. That notwithstanding, the holder of such Certificates or Book-Entry Shares Company shall be entitled to receive in exchange therefor a check in an amount equal 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 product appropriate Governmental Authority, such withheld amounts shall be treated for all purposes of (x) this Agreement as having been paid to the number person in respect of Shares represented by whom such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Sharededuction 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 transfer CVR Payment that remains undistributed to the Holders six (6) months after the applicable Calendar Quarter end (including by means of ownership 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 Shares that is 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 applicable 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 Company nor the Rights Agent will be liable to any Person in respect of a CVR Payment delivered to a public official pursuant to any applicable abandoned property, escheat or similar legal requirement under applicable Law. In addition to and not registered in limitation of any other indemnity obligation herein, the transfer records of 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 subject to in connection with transferring such property to the Company, a check for any cash to be paid upon due surrender of public office or a person nominated in writing by the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableCompany.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate: (Ai) a letter of transmittal (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) Agent); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal the Per Share Amount with respect to the product each share of (x) the number of Shares represented Company Common Stock evidenced by such holder’s properly Certificate, and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the proper amount of cash to be paid upon due surrender of the Certificate may be paid in exchange therefor to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the 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 Per Share Amount payable upon surrender of any Certificate.

Payment Procedures. (ia) Prior to the Effective Date, Parent shall select a Payment Agent, which shall be Parent's Transfer Agent or such other person or persons reasonably satisfactory to the Company, to act as Payment Agent for the Merger (the "Payment Agent"). (b) As soon as reasonably practicable after the Effective Time and Date (but in any no event not later more than five days thereafter), Parent shall instruct the fifth Business Day following the Effective Time, the Paying Payment Agent shall to mail to each holder of record a certificate or certificates evidencing shares of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE IICompany Common Stock (other than Dissenting Shares, as defined in Section 3.3) ("Certificates") (A) a letter of transmittal (which shall include a Substitute Form W-9 and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicablePayment Agent) and (B) instructions for use in effecting to effect the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon . Each holder of Company Common Stock, upon surrender of Certificates or Book-Entry Shares to the Paying Agent, together Payment Agent of such holder's Certificates with such the letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares shall be entitled paid the amount to receive in exchange therefor a check in an amount equal which such holder is entitled, pursuant to the product this Amended and Restated Agreement, of (x) the number cash as payment of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share(without any interest accrued thereon). Until so surrendered, each Certificate shall after the Effective Date represent for all purposes only the right to receive the Merger Consideration. In the event 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 the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation 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 Merger Consideration payable in respect thereof pursuant to this Amended and Restated Agreement. (c) At the Closing of the transactions contemplated by this Amended and Restated Agreement (the "Closing"), Parent shall deposit in trust with the Payment Agent, for the ratable benefit of the holders of Company Common Stock, the appropriate amount of cash to which such holders are entitled pursuant to this Amended and Restated Agreement for payment of the Merger Consideration (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, make the payments to the holders of Company Common Stock as set forth in this Amended and Restated Agreement. (d) If any delivery of the Merger Consideration is to be made to a person other than the registered holder of the Certificates surrendered in exchange therefor, it shall be a condition to such delivery that the Certificate so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that the person requesting such delivery shall (i) pay to the Payment Agent any transfer or other taxes required as a result of ownership delivery to a person other than the registered holder or (ii) establish to the satisfaction of Shares the Payment Agent that such tax has been paid or is not registered payable. (e) Any portion of the Payment Fund that remains undistributed to the holders of Company Common Stock as of the first anniversary of the Effective Date shall be delivered to Parent upon demand, and any holder of Company Common Stock who has not theretofore complied with the exchange requirements of this Section shall have no further claim upon the Payment Agent and shall thereafter look only to Parent for payment of the Merger Consideration. (f) If a Certificate has not been surrendered prior to the date on which any receipt of Merger Consideration would otherwise escheat to or become the property of any governmental agency, such Certificate shall, to the extent permitted by applicable law, be deemed to be canceled and no money or other property will be due to the holder thereof. (g) The Payment Agent may invest cash in the transfer records Payment Fund, as directed by Parent, on a daily basis, provided that all such investments shall be in obligations of or guaranteed by the United States of America with remaining maturities not exceeding 180 days, in commercial paper obligations receiving the highest rating from either ▇▇▇▇▇'▇ Investors Services, Inc. or Standard & Poor's Corporation, or in certificates of deposit or banker's acceptances of commercial banks with capital exceeding $500 million (collectively, "Permitted Investments"). The maturities of Permitted Investments shall be such as to permit the Payment Agent to make prompt payment to former stockholders of the Company, Company entitled thereto as contemplated by this Section. Parent shall promptly replenish the Payment Fund to the extent of any losses incurred as a check for any cash to be paid upon due surrender result of the Certificate may Permitted Investments. Any interest and other income resulting from such investments shall be paid to such a transferee if Parent. If for any reason (including losses) the Certificate formerly representing such Shares Payment Fund is presented inadequate to pay the Paying Agentamounts to which holders of Company Common Stock shall be entitled under this Amended and Restated Agreement, accompanied by all documents required to evidence Parent shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose not specifically provided for in this Amended and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableRestated Agreement.

Payment Procedures. Effective Time, evidenced outstanding shares of Company Common Stock (the "Certificates") (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 Paying Agent shall mail to each holder a form of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicableParent reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive receive, and the Paying Agent shall promptly pay, in exchange therefor a check respect thereof cash in an amount equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. Absolutely no interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a person other than the event person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be promptly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a transfer person other than the registered holder of ownership the surrendered Certificate or established to the satisfaction of Shares the Surviving Corporation that such Tax has been paid or is not registered applicable. Until surrendered in accordance with the provisions of this Section 3.03(b), each Certificate (other than Certificates representing shares of Company Common Stock owned by Parent or any subsidiary of Parent or held in the transfer records treasury of the Company, a check ) shall represent for any cash all purposes only the right to be paid upon due surrender of receive the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicableMerger Consideration.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than Time, Acquiror shall cause the fifth Business Day following Exchange Agent to mail to each record holder, as of the Effective Time, of an outstanding certificate or certificates (each a "Certificate" and collectively, the Paying Agent shall mail "Certificates") that immediately prior to each holder the Effective Time evidenced outstanding shares of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, Company Common Stock (Aexcluding any shares described in Sections 2.1(b)): (1) a form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (B2) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares to the Paying AgentExchange Agent of a Certificate, together with such letter of transmittal, transmittal duly completed executed and validly executed in accordance with the instructions thereto, and such any other documents as may customarily be required by the Paying Agentdocuments, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an the applicable amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Sharepursuant to Section 2.1(a) and any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(h), and such Certificate shall forthwith be canceled. In the event of a transfer surrender of ownership a Certificate representing shares of Shares that is Company Common Stock which are not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, a check certificate representing the 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 is registered if (x) such Certificate shall be properly endorsed or otherwise be in proper form for transfer to the Person surrendering such Certificate and requesting such issuance, (y) such Person surrendering such Certificate and requesting such issuance shall pay any cash to be paid upon due surrender transfer or other Taxes required by reason of the issuance of shares of Acquiror Common Stock to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or shall establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Acquiror that such transfer and to evidence that any applicable stock transfer Taxes have been paid or 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 2.2, each Certificate shall represent for all purposes only the right to receive the applicable consideration set forth in Section 2.1.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, a Certificate: (Ai) a letter of transmittal (which shall specify that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) Agent); and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) right to receive the Per Share Amount with respect to each share of Company Common Stock evidenced by such Certificate. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal the Per Share Amount with respect to the product each share of (x) the number of Shares represented Company Common Stock evidenced by such holder’s properly Certificate, and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares shares of Company Capital Stock that is not registered in the transfer records of the Company, a check for any the proper amount of cash to be paid upon due surrender of the Certificate may be paid in exchange therefor to such a transferee if Person other than the Person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer and other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.3(b), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Per Share Amount with respect to each share of Company Common Stock 3 evidenced by such Certificate. No interest will be paid or will accrue on the Merger Consideration payable upon surrender of any Certificate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth three Business Day Days following the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of Shares a Certificate or Certificates whose Shares shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE IISection 2.1(b), (Ai) a letter of transmittal (which shall must specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates to the Paying Agent or, and will be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableCompany and Buyer may reasonably specify) and (Bii) instructions for use in effecting surrendering the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall Certificate will be entitled to receive in exchange therefor a check cash in an amount equal to the product of (xi) the number of Shares shares of Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares Certificate multiplied by (yii) the Merger Consideration, and the Certificate so surrendered will forthwith be canceled. Absolutely no interest will be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a person other than the event person in whose name the surrendered Certificate is registered, it will be a condition of a payment that the Certificate so surrendered will be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the person requesting such payment, shall pay any transfer records or other taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not (but no later than the fifth five Business Day following Days after the Effective Time), Parent and the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive Merger Consideration pursuant to this ARTICLE II, Section 1.8(a) (Athe “Certificates”) (a) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such a form and have such other provisions as applicableParent may reasonably specify) and (Bb) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying AgentAgent or to such other agent or agents as Parent may appoint, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions theretocompleted, and such other documents as may customarily be required by the Paying AgentAgent may reasonably require, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive receive, and the Paying Agent or such other agent or agents as Parent may appoint shall promptly pay (subject to the provisions of this Article II), the Merger Consideration in exchange therefor a check in an amount equal to the product for each share of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly Certificate, and the Certificate so surrendered Certificates shall forthwith be canceled. No interest shall be paid or Book-Entry Shares multiplied by (y) accrue on the Merger Consideration. If any portion of the Merger Consideration per Share. In is to be made to a Person other than the event Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a transfer of ownership of Shares name other than that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence satisfaction of Parent that any applicable stock transfer such Taxes either have been paid or are not applicablepayable. Until surrendered as contemplated by this Section 2.2, each Certificate (other than a Certificate representing shares of Company Common Stock cancelled in accordance with Section 1.8(c)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration, without interest, into which the shares of Company Common Stock theretofore represented by such Certificate shall have been converted pursuant to Section 1.8(a).

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or Parent, Sub or any other Subsidiary of Parent) of a Certificate or Certificates which, immediately prior to the Effective Time, evidenced outstanding Shares whose Shares were converted into of Company Common Stock (the Merger Consideration pursuant to this ARTICLE II"Certificates"), (Ai) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicableParent may reasonably specify) and (Bii) 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 Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) Merger Consideration, and the number of Shares represented by such holder’s properly Certificate so surrendered Certificates shall forthwith be canceled. No interest shall be paid or Book-Entry Shares multiplied by (y) accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a person other than the event person in whose name the surrendered Certificate is registered, it shall be a condition of a payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the person requesting such payment shall pay any transfer records or other taxes required by reason of the Company, payment to a check for any cash to be paid upon due surrender person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of this Section 3.3, each Certificate (other than Certificates representing Shares owned by the Company or Parent, Sub or any other Subsidiary of Parent) 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. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent and Purchaser shall cause the Paying Payment Agent to mail (and shall mail make available for collection by hand) to each holder of record (as of Shares immediately prior to the Effective Time) of a certificate or certificates (the "Certificates") which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Appraisal Shares) whose Shares shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE Article II, : (Ai) a letter of transmittal (in customary form which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicablePayment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Consideration payable in respect thereof pursuant to this Article II (iiwhich instructions shall provide that, at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery) Upon surrender of Certificates or Book-Entry Shares for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily reasonably be required by the Paying Payment Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an the amount equal of Merger Consideration to which such holder is entitled pursuant to this Article II, and the product of (x) Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) Effective Time, for all corporate purposes, to evidence the right to receive the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered payable in the transfer records of the Company, a check for any cash respect thereof pursuant to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicablethis Article II.

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 shall instruct the Paying Agent shall to mail to each holder of record (other than the Company or Parent, Sub or any other Subsidiary of Shares whose Shares were converted into Parent) of a Certificate or Certificates which, immediately prior to the Merger Consideration pursuant to this ARTICLE IIEffective Time, evidenced outstanding shares of Company Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in such form and have such other provisions as the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableSurviving Corporation reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. Absolutely no interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a person other than the event person in whose name the surrendered Certificate is registered, it shall be a condition of a payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the person requesting such payment shall pay any transfer records or other taxes required by reason of the Company, payment to a check for any cash to be paid upon due surrender person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of this Section 2.3(b), each Certificate (other than Certificates representing Shares owned by the Company or Parent, Sub or any other Subsidiary of Parent), shall represent for all purposes only the right to receive the Merger Consideration.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail cause to be mailed to each holder of record of Shares a certificate or certificates (the "CERTIFICATES") which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock whose Shares shares were converted into a right to receive the Merger Consideration pursuant to this ARTICLE IISection 1.6, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such customary form and have such other provisions as applicableParent may reasonably specify) and (Bii) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareinto which the shares represented by the surrendered Certificate shall have been converted at the Effective Time pursuant to this Article 1, and the Certificate so surrendered shall forthwith be canceled. In Until so surrendered, each outstanding Certificate will be deemed from and after the event of a transfer of ownership of Shares that Effective Time, for all corporate purposes, to evidence the right to receive Merger Consideration. From and after the date which is not registered in one year following the transfer records Closing Date, any portion of the CompanyPayment Fund that remains undistributed to the holders of Certificates shall be promptly delivered to Parent upon demand, a check and any holder of Certificates who has not theretofore complied with this Section 1.8 shall thereafter look only to the Surviving Corporation for any cash to be paid upon due surrender delivery of the Certificate may be paid Merger Consideration, subject in all events to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agentapplicable abandoned property, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid escheat or are not applicablesimilar laws.

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 Paying Agent shall mail to each holder of record of Shares a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Aztar Common Stock or Aztar Preferred Stock (the “Certificates”) whose Shares shares were converted into the Merger Consideration right to receive cash pursuant to this ARTICLE IISection 2.01, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicableColumbia may reasonably specify) and (Bii) instructions for use in effecting surrendering the surrender of Certificates or Book-Entry Shares in exchange for the applicable Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check therefor, in an amount equal the case of Certificates formerly representing shares of Aztar Common Stock, the Common Stock Merger Consideration, without interest, and in the case of Certificates formerly representing shares of Aztar Preferred Stock, the Preferred Stock Merger Consideration, without interest, in each case that such holder has the right to receive pursuant to the product provisions of (x) this Article II, and, in each case, the number of Shares represented by such holder’s properly Certificate so surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareshall forthwith be canceled. In the event of a transfer of ownership of Shares Aztar Common Stock or Aztar Preferred Stock that is not registered in the transfer records of Aztar, the Company, applicable Merger Consideration may be issued to a check person other than the person in whose name the Certificate so surrendered is registered only if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such issuance shall pay any cash to be paid upon due surrender transfer or other taxes required by reason of the payment of the applicable Merger Consideration to a person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Columbia that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.03, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration, which the holder thereof has the right to receive in respect of such Certificate pursuant to the provisions of this Article II. No interest shall be paid or will accrue on the Merger Consideration or any cash payable to holders of Certificates pursuant to the provisions of this Article II.

Payment Procedures. Promptly, but in no event later than three (i3) As soon as reasonably practicable Business Days after the Effective Time and in any event not later than the fifth Business Day following the Effective Timeexecution of this Agreement, the Paying Agent Company shall mail to each holder of record a certificate or certificates representing shares of Company Shares whose Shares were converted into issued and outstanding immediately prior to the Merger Consideration pursuant to this ARTICLE II, effective time (“Certificates”): (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent ortransmittal, in the case form attached to this Agreement as Exhibit E (the “Letter of Book-Entry SharesTransmittal”), upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (B) instructions for use in effecting surrendering the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Upon amounts payable to such holder pursuant to Section 2.06 above in the form mutually approved by Parent and Securityholders’ Representative. Following the Effective Time, upon surrender by such holder of Certificates or Book-Entry Company Shares to the Paying Agent, together with Securityholders’ Representative of (x) all of such letter holder’s Certificates and (y) a Letter of transmittal, Transmittal duly completed and validly executed by such holder, the Securityholders’ Representative shall pay to each Securityholder cash in accordance with the instructions theretoamount set forth on the Distribution Allocation Schedule within three (3) Business Days. The Certificates so surrendered will forthwith be canceled and forwarded to Parent. Payment of the remaining portion, if any, of the Aggregate Company Share Consideration to each holder in respect of each Company Share held by such shareholder shall be made by the Securityholders’ Representative if, and as soon as reasonable after, such other documents as may customarily be required amounts are released by or to or paid to the Paying Agent, Securityholders’ Representative pursuant to the terms of this Agreement and the Escrow Agreement (if applicable); provided that the relevant holder of such Certificates or Book-Entry Company Shares shall has taken the actions contemplated by this Section 2.12(a). If any portion of the amount to be entitled paid pursuant to receive Section 2.06 is to be paid to a Person other than the Person in whose name the Certificate surrendered in exchange therefor is registered, it shall be a check in an amount equal condition to the product payment of such amounts that (xi) the number of Shares represented Certificate so surrendered shall be transferable, and shall be properly assigned, endorsed or accompanied by appropriate stock powers, (ii) such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by transfer shall otherwise be proper and (yiii) the Merger Consideration per Share. In Person requesting such transfer shall pay to the event of a Securityholders’ Representative any transfer of ownership of Shares that is not registered in the transfer records or other Taxes payable by reason of the Company, a check for any cash foregoing or establish to be paid upon due surrender the satisfaction of the Certificate may be paid to Securityholders’ Representative that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicablerequired to be paid.

Payment Procedures. On the Closing Date (i) As soon as reasonably practicable after the Effective Time or at such later date when a Common Shareholder surrenders its Stock Certificate and in any event not later than the fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates to the Paying Agent or, in the case of Book-Entry Shares, as applicable, and delivers his, her or its LT), upon adherence surrender by such Common Shareholder to the procedures set forth in the letter Paying Agent of transmittalits Stock Certificate(s) or Book-Entry Shares, as applicable, and a duly executed LT, the Paying Agent will pay within three Business Days to each such Common Shareholder, by wire transfer of immediately available funds to the account of such Common Shareholder specified in the LT, such Common Shareholder’s Pro Rata Portion of the Share Consideration (as determined in accordance with Section 1.8 and Section 2.1(c)). Until so surrendered, each Stock Certificate or Book-Entry Share, as applicable, will be deemed, for all corporate purposes, to evidence only the right to receive upon such surrender, the Share Consideration deliverable in respect thereof to which such Person is entitled pursuant to this Article II. No interest will be paid or accrued in respect of such cash payments. The Paying Agent will provide Buyer a copy of each duly executed LT, including such Common Shareholder’s Stock Certificate or Book-Entry Share, as applicable, within three Business Days of receipt from such Common Shareholder. If the Share Consideration (or any portion thereof) and (B) instructions for use is to be delivered to a Person other than the Person in effecting whose name the surrender of Stock Certificates or Book-Entry Shares Shares, as applicable, surrendered in exchange for therefor are registered, it will be a condition to the Merger Consideration. (ii) Upon surrender payment of such portion of the Share Consideration that the Stock Certificates or Book-Entry Shares Shares, as applicable, so surrendered are properly endorsed or accompanied by appropriate stock powers and otherwise in proper form for transfer and that the Person requesting such transfer pay to the Paying Agent, together with such letter Agent any transfer or other Taxes payable by reason of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by foregoing or establish to the reasonable satisfaction of the Paying Agent, the holder of Agent that such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicablerequired to be paid. In the event any Stock Certificate has been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Stock Certificate to be lost, stolen or destroyed, the Paying Agent will issue in exchange for such lost, stolen or destroyed Stock Certificate, the portion of the Share Consideration deliverable in respect thereof as determined in accordance with this Article II; provided, that the Person to whom such portion of the Share Consideration is paid will, as a condition precedent to the payment thereof, indemnify the Paying Agent, Buyer, Merger Sub, the Company (including the Surviving Corporation after the Effective Time) and any of their respective Affiliates in a manner reasonably satisfactory to them against any claim that may be made against the Paying Agent, Buyer, Merger Sub or the Company (including the Surviving Corporation after the Effective Time) and any of their respective Affiliates with respect to the Stock Certificate, claimed to have been lost, stolen or destroyed.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day Promptly following the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares certificates or instruments evidencing the Company Common Stock that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the Merger Consideration pursuant to this ARTICLE IISection 2.6(a), (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent, and shall be in such form and have such other provisions as Parent and/or the Paying Agent ormay reasonably specify), in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) Consideration pursuant to Section 2.6(a). Upon surrender of Certificates or Book-Entry Shares for cancellation to the Paying AgentAgent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily reasonably be required by Parent or the Paying AgentAgent (including any required IRS Form W-9 or Form W-8), the holder holders of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) the Merger Consideration per Shareto which such holder is entitled pursuant to Section 2.6(a), and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive the Merger Consideration. No interest will be paid or accrued on any cash payable to holders of Certificates pursuant to this Agreement. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash Merger Consideration that the holder thereof has the right to be paid upon due surrender of the Certificate receive pursuant to Section 2.6 may be paid issued to such a transferee if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer Taxes have been paid or are not applicablepaid.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant a Certificate and to this ARTICLE II, each Optionholder and Warrantholder (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the Certificates, any certificates or other instruments representing the Warrants and/or any instruments or other documents representing the Options (each, a "Company Security") shall pass, only upon delivery of Certificates the Company Securities to the Paying Agent orAgent, and which shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and shall have such other provisions as applicableParent may reasonably specify) and (Bii) instructions for use in effecting the surrender of Certificates or Book-Entry Shares the Company Securities in exchange for payment of the applicable portion of the Merger Consideration. (ii) . Upon surrender of Certificates or Book-Entry Shares a Company Security for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Company Security shall be entitled to receive in exchange therefor the applicable portion of the Merger Consideration, as the case may be, without interest, for each share of Company Stock, Option or Warrant formerly represented by such Company Security, and the Company Security so surrendered shall forthwith be canceled. If a check payment of Merger Consideration is to be made to a Person other than the Person in an amount equal to whose name the product surrendered Company Security is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s Company Security so surrendered shall be properly surrendered Certificates endorsed or Book-Entry Shares multiplied by shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Company Security surrendered or shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Company Security shall be deemed at any time after the Effective Time to represent only the right to receive the applicable portion of the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than two business days thereafter), the fifth Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of any Shares whose Shares were converted into the Merger Consideration pursuant to this ARTICLE II, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent orAgent, and which shall be in such form and shall have such other customary provisions as Parent and the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicableCompany may reasonably agree) 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. (ii) . Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Shares Per Share Amount, without interest, for each Share formerly represented by such holder’s properly Certificate, and the Certificate so surrendered Certificates or Book-Entry Shares multiplied by shall forthwith be canceled. If payment of the applicable Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (y) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (z) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the applicable Merger Consideration per Share. In to a Person other than the event registered holder of a transfer of ownership of Shares that is not registered in such Certificate surrendered or shall have established to the transfer records reasonable satisfaction of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by this Article III, without interest.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than Parent or any wholly-owned Subsidiary of Shares whose Shares were converted into Parent or Merger Subsidiary) of a Certificate or Certificates which, immediately prior to the Merger Consideration pursuant to this ARTICLE IIEffective Time, evidenced outstanding shares of WPZ Common Stock (the "Certificates"), (Ai) a customary form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such form and have such other provisions as applicableParent reasonably may specify) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (x) the number of Shares shares of WPZ Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate, and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a Person other than the event Person in whose name the surrendered Certificate is registered, it shall be a condition of a payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the Person requesting such payment shall pay any transfer records or other Taxes required by reason of the Company, payment to a check for any cash to be paid upon due surrender Person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have Tax has been paid or are is not applicable. The consideration to be issued upon the surrender of Certificates in accordance with this SECTION 4.3 shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of WPZ Common Stock formerly represented thereby. Until surrendered in accordance with the provision of this SECTION 4.3, after the Effective Time each Certificate (other than Certificates representing Shares owned by Parent or any wholly-owned Subsidiary of Parent or Merger Subsidiary) shall represent for all purposes only the right to receive the Merger Consideration based on the number of Shares represented by such Certificate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of record (as of Shares immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) whose Shares shares were converted into the right to receive the Merger Consideration pursuant to this ARTICLE Article II, : (Ai) a letter of transmittal (in customary form which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to the Paying Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, as applicablePayment Agent) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. Consideration payable in respect thereof pursuant to this Article II (ii) which instructions shall provide that, at the election of the surrendering holder, Certificates may be surrendered, and the Merger Consideration in exchange therefor collected, by hand delivery). Upon surrender of Certificates or Book-Entry Shares for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily reasonably be required by the Paying Payment Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an the amount equal of Merger Consideration to which such holder is entitled pursuant to this Article II, and the product of (x) Certificates so surrendered shall forthwith be cancelled. Until so surrendered, outstanding Certificates will be deemed from and after the number of Shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by (y) Effective Time, for all corporate purposes, to evidence the right to receive the Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered payable in the transfer records of the Company, a check for any cash respect thereof pursuant to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicablethis Article II.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent shall instruct the Paying Agent shall to mail to each holder of record (other than Target or any wholly-owned Subsidiary of Shares whose Shares were converted into Target or Parent, Merger Sub or any other wholly-owned Subsidiary of Parent) of a certificate or certificates which, immediately prior to the Merger Consideration pursuant to this ARTICLE IIEffective Time, evidenced outstanding shares of Target Common Stock (the "Certificates"), (Ai) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent orAgent, and shall be in the case of Book-Entry Sharessuch form and have such other provisions as Parent reasonably may specify), upon adherence to the procedures set forth in the letter of transmittal, as applicable) and (Bii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration. (ii) payment therefor. Upon surrender of Certificates or Book-Entry Shares a Certificate for cancellation to the Paying Agent, Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor a check respect thereof cash in an amount equal to the product of (x) the number of Shares shares of Target Common Stock represented by such holder’s properly surrendered Certificates or Book-Entry Shares multiplied by Certificate, and (y) the Merger Consideration, and the Certificate so surrendered shall forthwith be canceled. No interest shall be paid or accrued on the Merger Consideration per Sharepayable upon the surrender of any Certificate. In If payment is to be made to a Person other than the event Person in whose name the surrendered Certificate is registered, it shall be a condition of a payment that the Certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer of ownership of Shares and that is not registered in the Person requesting such payment shall pay any transfer records or other taxes required by reason of the Company, payment to a check for any cash to be paid upon due surrender Person other than the registered holder of the surrendered Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer Taxes have tax has been paid or are is not applicable. Until surrendered in accordance with the provisions of this Section 3.3, after the Effective Time each Certificate (other than Certificates representing Shares owned by Target or any wholly-owned Subsidiary of Target or Parent, Merger Sub or any other wholly-owned Subsidiary of Parent) shall represent for all purposes only the right to receive the Merger Consideration.