Common use of Payment Procedures Clause in Contracts

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) 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 a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share 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 or held in book-entry form, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered 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, but in no event more than two Business Days after the Paying Closing Date, Parent shall cause the Exchange Agent shall mail to deliver to each holder record holder, as of Certificates immediately prior to the Effective Time, of (A) shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (B) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (other than Cancelled Shares whose shares were converted into the right to receive the Merger Consideration or Converted Shares and other than any holder of a Certificate or a Book-Entry Share who properly made and did not revoke an Election pursuant to Section 3.1(c) (i3.3) a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss to the Exchange Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the Letter of Transmittal, and which shall be in such a customary form and shall have such other customary provisions (including customary provisions with respect agreed to delivery of an “agent’s message” with respect by Parent and the Company prior to Book-Entry Shares) as Parent may reasonably specifythe Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration. Upon surrender Consideration set forth in Section 3.1(b)(i). (ii) Each holder of a share of Company Common Stock represented by a Certificate or transfer of a Book-Entry Share for cancellation who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share Section 3.3 shall be entitled to receive in exchange therefor (A) the Merger Mixed Election Consideration, without interestthe Cash Election Consideration or the Stock Election Consideration, as applicable (subject to the proration provisions in Section 3.4), for each share of Company Common Stock formerly represented by such Certificate or held Book-Entry Share, (B) any dividends or other distributions payable pursuant to Section 3.5(g), and (C) cash in book-entry formlieu of any fractional shares of Parent Common Stock payable pursuant to Section 3.5(h), and the Certificate or Book-Entry Share Shares so surrendered shall forthwith be canceledcancelled. Each holder of a share of Company Common Stock represented by a Certificate or a Book-Entry Share who did not properly make an Election, upon surrender to the Exchange Agent of a Certificate or Book-Entry Shares (together with the Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto and such other customary documents as may be reasonably required by the Exchange Agent or Parent), shall be entitled to receive in exchange therefor (1) the Mixed Election Consideration for each such share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, (2) any dividends or other distributions payable pursuant to Section 3.5(g), and (3) cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 3.5(h). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. (iii) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that (1) the Certificate or Book-Entry Share shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.23.5(b)(ii), each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender (A) the Merger Mixed Election Consideration as contemplated by this Article IIIpayable in respect of such shares of Company Common Stock, without interest(B) any dividends or other distributions payable pursuant to Section 3.5(g), and (C) cash in lieu of any fractional shares of Parent Common Stock payable pursuant to Section 3.5(h).

Payment Procedures. As soon as reasonably practicable Parent and Merger Sub shall cause the Exchange Agent to mail within three (3) Business Days after the Effective Time, the Paying Agent shall mail Time to each holder of Certificates or Book-Entry Shares whose record (as of immediately prior to the Effective Time) of shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) of Company Common Stock (i) 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 the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry the Uncertificated Shares to the Paying Exchange 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment the Share Consideration payable in respect thereof pursuant to the provisions of this ARTICLE II. Each holder of shares of Company Common Stock that have been converted into the right to receive the Share Consideration shall be entitled to receive the Share Consideration (and any dividends or other distributions payable pursuant to Section 2.06(e)) in respect of the Merger Consideration. Upon shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate (or transfer affidavits of a Book-Entry Share for cancellation to the Paying Agentloss in lieu thereof), together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions (letter of transmittal and such other customary documents as may reasonably be required requested by the Paying Exchange Agent), or (y) receipt of an “agent’s message” by the holder 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 Book-Entry Uncertificated Share 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 or held in book-entry form, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Share Consideration as contemplated by (any dividends or other distributions payable pursuant to Section 2.06(e)) payable in respect thereof pursuant to the provisions of this Article IIIARTICLE II. Parent shall instruct the Exchange Agent to pay such Share Consideration and any dividends or other distributions payable pursuant to Section 2.06(e) within five (5) Business Days following the later to occur of (x) the Effective Time and (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or “agent’s message”, without interestand the Certificate (or affidavit of loss in lieu thereof) or Uncertificated Share so surrendered shall be forthwith cancelled. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than five (5) Business Days following the Closing Date, the Paying Agent shall mail (x) to each holder of Certificates or Book-Entry record of Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 3.1, (iA) a letter of transmittal (which shall specify that that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of Certificates to the Certificates (or affidavits of loss Paying Agent and, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, delivery shall be effected only after complying with reasonable delivery procedures established by the Paying Agent and reasonably acceptable to the Paying AgentCompany, 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 Book-Entry Shares) as Parent and the Paying Agent may agree and which are reasonably specify) satisfactory to the Company), and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration and (y) to the extent Parent elects to have the Paying Agent pay amounts payable in respect of Company Stock Options or Restricted Shares, pay to each holder of a Company Stock Option or Restricted Share, a check in an amount due and payable to such holder pursuant to Section 3.3 hereof in respect of such Company Stock Option or Restricted Share. (ii) Upon surrender of a Certificate Certificates to the Paying Agent or transfer compliance with the reasonable procedures established by the Paying Agent for delivery of a Book-Entry Share for cancellation 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 reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly (x) the number of Shares represented by such Certificate or held in book-entry form, and the Certificate holder’s properly surrendered Certificates or Book-Entry Share so surrendered shall forthwith be canceled. If payment of Shares multiplied by (y) the Merger Consideration is to Consideration. No interest will be made to a Person other than the Person paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share Shares. Parent and Merger Sub shall pay all stock transfer Taxes with respect to the sale and transfer of any Shares; provided, however, that in the event of a transfer of ownership of Shares that is registerednot registered in the transfer records of the Company, it shall a check for any cash to be a condition paid upon due surrender of payment that (1) the Certificate or Book-Entry Share so surrendered shall may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, properly endorsed or shall otherwise be in proper form for transfer and (2) or in the Person requesting such payment shall have paid any transfer and other similar taxes required by reason case of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established Shares, accompanied by all documents (if any) required to evidence and effect such transfer) and in each case accompanied by evidence to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either has any applicable stock transfer Taxes have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2. (iii) The Paying Agent, each Certificate Parent, Merger Sub or Book-Entry Share the Surviving Corporation shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Shares or holder of Company Stock Options or Restricted Shares, such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”) or any provision of U.S. state or local Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive the Merger Consideration applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article IIIhaving been paid to the holder of the Shares or holder of the Company Stock Options or Restricted Shares, without interestin respect of which such deduction and withholding were made.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five (5) Business Days thereafter), the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of Company Common Stock (other than any holder which has previously and properly surrendered all of its Certificates or and Book-Entry Shares whose shares were converted into Shares, as applicable, to the right to receive the Merger Consideration pursuant to Exchange Agent in accordance with Section 3.1(c2.2) (i) 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 or Book-Entry Shares shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, 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 Book-Entry Shares) as Parent and the Company may reasonably specifyagree 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 applicable Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share Certificates for cancellation to the Paying AgentExchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Exchange Agent), the holder of such Certificate Certificates or Book-Entry Share 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 formerly represented by such Certificate or held in book-entry formsurrendered, and the Certificate or Book-Entry Share so any Certificates surrendered shall forthwith be canceledcancelled. If payment of the such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1A) the Certificate or Book-Entry Share so surrendered shall be properly endorsed Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (2B) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.3, each Certificate or 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 IIIII, (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 interestinterest and subject to any applicable withholding Taxes.

Payment Procedures. As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) a letter Each holder of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Common Certificates or Book-Common Book- Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) 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 a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor (i) Common Stock Consideration in the Merger form of separate certificates or share deposit receipts for Acquiring Fund Common Stock and (ii) cash in an amount equal to the Common Cash Consideration, without interest, for each share of Company Common Stock formerly represented by such Common Certificate or held in book-entry form, Common Book- Entry Shares (less any required withholding taxes) and the such Common Certificate or Common Book-Entry Share so surrendered Shares shall forthwith then be canceledcancelled. No interest shall be paid or accrued for the benefit of holders of the Common Certificates or Common Book- Entry Shares on the Common Cash Consideration. (ii) If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration Consideration, as applicable, to a Person person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Acquiring Fund that such tax either has been paid or is not applicable. . (iii) Until surrendered as contemplated by by, and in accordance with, this Section paragraph 3.2, each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time Date to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article IIIparagraph 3. (iv) At any time following the date that is six months after the Effective Date, the Acquiring Fund shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been deposited with the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares and thereafter such holders shall be entitled to look to the Acquiring Fund (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable (without interest) upon due surrender of their Certificates or Book-Entry Shares. The Acquiring Fund shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Acquired Fund Common Stock for Merger Consideration. None of the Acquiring Fund, the Acquired Fund or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any Cash Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Acquiring Fund free and clear of any claims or interests of any person previously entitled thereto. All cash paid in accordance with the terms of this Article 3 in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Acquired Fund Common Stock represented thereby. (v) After the Effective Date, the stock transfer books of the Acquired Fund shall be closed and thereafter there shall be no further registration of transfers of Acquired Fund Common Stock that were outstanding prior to the Effective Date. After the Effective Date, Certificates or Book-Entry Shares presented to the Paying Agent for transfer shall be canceled and exchanged for the Merger Consideration, as applicable, provided for, and in accordance with the procedures set forth in, this Article 3.

Payment Procedures. As soon promptly as reasonably practicable after following the Effective Time, Parent and Merger Sub shall instruct the Paying Exchange Agent shall to mail within three (3) Business Days after the Effective Time to each holder of Certificates or Book-Entry Shares whose record (as of immediately prior to the Effective Time) of shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) of Company Common Stock (i) 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 the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry the Uncertificated Shares to the Paying Exchange 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. 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 (including the Fractional Share Cash Amount) in respect of the Merger Consideration. Upon shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate (or transfer affidavits of a Book-Entry Share for cancellation to the Paying Agentloss in lieu thereof), together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions (letter of transmittal and such other customary documents as may reasonably be required requested by the Paying Exchange Agent), or (y) receipt of an “agent’s message” by the holder 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 Book-Entry Uncertificated Share 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 or held in book-entry form, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by (including the Fractional Share Cash Amount) payable in respect thereof pursuant to the provisions of this Article IIIII. Parent shall instruct the Exchange Agent to pay such Merger Consideration and Fractional Share Cash Amount within five (5) Business Days following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or “agent’s message”, without interestand the Certificate (or affidavit of loss in lieu thereof) or Uncertificated Share so surrendered shall be forthwith cancelled. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (and in any event within two Business Days thereafter), the Surviving Corporation shall cause the Paying Agent shall mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) deliver a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery) (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares certificates representing the shares of Company Class A Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates to the Paying Agent or, in the case of Company Class A Common Stock in book-entry (or affidavits of loss in lieu of such Certificates) or transfer of the “Book-Entry Shares Shares”), upon adherence to the Paying Agentprocedures set forth in the Letter of Transmittal), and which shall be in such a customary form and shall have such other customary provisions (including customary provisions with respect agreed to delivery of an “agent’s message” with respect by the parties prior to Book-Entry Shares) as Parent may reasonably specify) the Closing and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration. Upon surrender , to each holder of a Certificate record, as of immediately prior to the Effective Time, of (A) Certificates or transfer of a (B) Book-Entry Share for cancellation Shares. Each holder of Certificates or Book-Entry Shares may thereafter until the first (1st) anniversary of the Effective Time surrender such Certificates or Book-Entry Shares to the Paying Agent, as agent for such holder, under cover of the Letter of Transmittal, if applicable. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, together with such letter the Letter of transmittalTransmittal, if applicable, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in bookBook-entry form, Entry Share and the such Certificate or Book-Entry Share so surrendered shall forthwith then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredholder of record of such shares of Company Class A Common Stock, it shall be a condition of payment that (1) the Certificate or Book-Entry Share such shares of Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.23.3(b)(ii), each Certificate or and each Book-Entry Share 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 III, without interest.

Payment Procedures. As soon promptly as reasonably practicable after following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of Certificates or Book-Entry Shares whose record (as of immediately prior to the Effective Time) of shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) of Company Common Stock (i) 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 the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry the Uncertificated Shares to the Paying Payment 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry transfer of the Uncertificated Shares in exchange for payment the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. 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 Merger Consideration. Upon surrender shares of Company Common Stock represented by a Certificate or transfer Uncertificated Share, upon (x) surrender to the Payment Agent of a Book-Entry Share for cancellation to the Paying AgentCertificate, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions (letter of transmittal and such other customary documents as may reasonably be required requested by the Paying Payment Agent), or (y) receipt of an “agent’s message” by the holder Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, each such Certificate or Book-Entry Uncertificated Share 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 or held in book-entry form, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article III, without interestII. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. (i) As soon as reasonably practicable after Parent’s deposit of the Effective TimeAdditional Merger Consideration portion of the Payment Fund pursuant to Section 2.4(a) hereof, the Paying Agent shall mail deliver: (A) to each holder of Certificates record of a certificate or Book-Entry Shares whose certificates that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (each, a “Certificate”), which holder’s shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1: (ix) a customary form of letter of transmittal (which shall specify the “Letter of Transmittal”), reasonably acceptable to Parent and the Company, specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Exchange 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 Book-Entry Shares) as Parent may reasonably specify) ; and (iiy) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. ; and (B) to each holder of an outstanding Company Stock Option entitled to receive the Option Consideration: (x) an option surrender agreement (an “Option Surrender Agreement”) that shall be in substantially the form attached hereto as Exhibit A; and (y) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. (ii) Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter the Letter of transmittalTransmittal, duly completed executed, or an “agent’s message” in the case of a book entry transfer, and validly executed in accordance with the instructions (and such any other customary documents as may reasonably be required by Parent or the Paying Agent), (A) the holder of such a Certificate or Book-Entry Share shall be entitled to receive in exchange therefor an amount equal to the product of the Merger Consideration, without interest, for each share Consideration multiplied by the number of shares of Company Common Stock formerly represented by such Certificate or held in book-entry formthe surrendered Certificate, and (B) the Certificate or Book-Entry Share 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.4, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the appropriate amount of Merger Consideration as contemplated by Section 2.1. In no event shall the holder of any such surrendered Certificate be entitled to receive any interest on any cash to be received in the Merger. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by Parent or the Paying Agent, (A) the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash that such holder has the right to receive pursuant to the provisions of Section 2.2, and (B) the Company Stock Option so surrendered shall be canceled. Until surrendered in accordance with the provisions of this Article IIISection 2.4, without interesteach outstanding Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration. In no event shall the holder of any Company Stock Option be entitled to receive any interest on any cash to be received in the Merger.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but no later than the second business day thereafter), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry Shares whose shares were converted into record of Common Stock as of immediately prior to the right to receive the Merger Consideration pursuant to Section 3.1(c) Effective Time (i) 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, and which shall be in such a customary form and shall have such other customary provisions (including customary provisions with respect reasonably acceptable to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) the Company), and (ii) instructions for use in effecting the surrender of the Certificates or and Book-Entry Shares in exchange for payment of the applicable Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Certificate or transfer of a Book-Entry Share Shares, as applicable, for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)executed, the holder of such Certificate or Book-Entry Share Shares, as applicable, shall be entitled to receive in exchange therefor the applicable Merger Consideration, without interest, in exchange for each share of Company Common Stock formerly represented by such Certificate or held in bookBook-entry formEntry Shares, as applicable, and the Certificate or Book-Entry Share Shares, as applicable, 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 3.22.05(b), each Certificate or Book-Entry Share Shares, as applicable, (other than a Certificate or Book-Entry Shares, as applicable, representing shares of Common Stock cancelled in accordance with Section 2.01(a)) 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 IIIConsideration, without interest, into which the shares of Common Stock theretofore represented by such Certificate or Book-Entry Shares, as applicable, are convertible into pursuant to Section 2.01(c).

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time (but in no event more than three Business Days thereafter), Parent, HoldCo and the 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 Certificates record of Company Common Stock (other than the Company Common Stock to be cancelled or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to in accordance with Section 3.1(c2.1) (i) 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to regarding delivery of an “agent’s message” with respect to Book-Book Entry Shares) as Parent Parent, HoldCo and the Company may reasonably specifyagree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.1.3. Upon surrender of a Certificate or transfer of a Book-Book Entry 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 (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in book-entry formBook Entry Share, and the Certificate or Book-Book Entry Share so surrendered shall forthwith be canceledcancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Book Entry Share is registered, it shall be a condition of payment that (1A) the Certificate or Book-Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2B) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Book Entry Share surrendered or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate or Book-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 interestSection 2.

Payment Procedures. (i) As soon promptly as reasonably practicable after (and in any event within two (2) business days) following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of Certificates or record of a certificate that represented outstanding shares of Company Common Stock as of immediately prior to the Effective Time (a “Certificate”), and each holder of record of uncertificated shares of Company Common Stock represented by book-entry shares (“Book-Entry Shares whose shares were converted into Shares”) as of immediately prior to the right to receive the Merger Consideration pursuant to Section 3.1(c) Effective Time, (ix) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu of such Certificatesthereof as provided in Section 3.7(g)) or transfer of Book-Entry Shares to the Paying Payment 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 Book-Entry Shares) as Parent may reasonably specify) and (iiy) instructions for use in effecting the surrender of Certificates (or Book-Entry Shares) in exchange for the Merger Consideration issuable and payable in respect thereof (in accordance with Section 3.6(b)). (ii) Upon surrender of Certificates (or effective affidavits in lieu thereof as provided in Section 3.7(g) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentPayment Agent (or upon receipt of an appropriate agent’s message in the case of Book-Entry Shares), together with such a letter of transmittal, duly properly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate or Certificates and/or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration payable in respect thereof pursuant to the provisions of this Article III. The Payment Agent shall accept such Certificates and Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly payment thereof in accordance with normal payment practices. No interest shall be paid or accrued for each share the benefit of Company Common Stock formerly represented by such Certificate or held in book-entry form, and holders of the Certificate Certificates or Book-Entry Share so surrendered shall forthwith be canceled. If payment Shares on any cash amounts payable upon the surrender of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate such Certificates or Book-Entry Share is registeredShares pursuant to this Section 3.7. Until so surrendered, it shall be a condition of payment that (1) the Certificate or outstanding Certificates and Book-Entry Share so surrendered Shares shall be properly endorsed or shall otherwise be in proper form for transfer deemed, from and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated issuable and payable in respect thereof. Exchange of Book-Entry Shares shall be effected in accordance with the customary procedures in respect of shares represented by this Article III, without interestbook entry on the stock ledger of the Company.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day following the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of Certificates or Book-Entry Shares record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1, (iA) a letter of transmittal transmittal, in form and substance reasonably satisfactory to the Company (which approval shall not be unreasonably withheld, conditioned or delayed), with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon on delivery of the Certificates (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares to the Paying Agent, Exchange 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 Book-Entry Shares) as Parent and the Company may mutually reasonably specify) agree), and (iiB) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) On surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other customary documents as may reasonably customarily be required by the Paying Exchange Agent), the holder of such Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Share Shares shall be entitled to receive in exchange therefor therefor, and the Exchange Agent shall be required to promptly deliver to each such holder, the Merger Consideration, without interest, for each share of Company Common Stock formerly into which the shares represented by such Certificate or held in book-entry form, and the Certificate Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share so surrendered Cash Amount and any dividends or other distributions payable pursuant to Section 2.2(c)). No interest shall forthwith be canceledpaid or accrued on any amount payable on due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition precedent of payment that (1A) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2B) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered required to be paid. (iii) The Parties and any other Person that has any withholding obligation with respect to any payment made pursuant to this Agreement as contemplated determined by this Section 3.2, each Certificate such Party or Book-Entry Share person in good faith shall be deemed at entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from any time after payment such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or non-U.S. Tax Law. To the extent that amounts are so withheld and paid over to represent only the right appropriate Governmental Entity, such amounts shall be treated for all purposes of this Agreement as having been paid to receive the Merger Consideration as contemplated Person in respect of which the deduction and withholding was made. The Parties shall use reasonable best efforts to reduce or eliminate withholding tax in connection with any payment made pursuant to Section 7.3 hereof to the extent permitted by this Article III, without interestapplicable Law.

Payment Procedures. (i) As soon as reasonably practicable (and in any event within three (3) Business Days) after the Effective Time, to the extent not previously delivered, the Surviving Company or the Surviving Partnership, as applicable, shall cause the Paying Agent shall to mail to each holder of Certificates record of Shares or Book-Entry Company OP Units whose Shares whose shares or Company OP Units, as applicable, were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.01 or Section 2.02, (iA) a letter of transmittal (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the date of this Agreement, and (B) any agreement or additional documents necessary to admit the holders of Company OP Units as of immediately prior to the Partnership Merger Effective Time as new limited partners of the Surviving Partnership, to afford such holders the same exchange rights afforded to other holders of Parent OP Common Units pursuant to the limited partnership agreement of Parent OP, as amended and restated, and to record such holders as the owners of the aggregate number of Parent OP Common Units as each is entitled to receive in respect of their aggregate Unit Ownership Consideration pursuant to Section 2.02(a)(i)(2). The Letter of Transmittal shall be accompanied by instructions for use in effecting the surrender of certificates that immediately prior to the Effective Time represented Shares or certificates that immediately prior to the Partnership Merger Effective Time represented the Company OP Units (“Certificates”) (or effective affidavits of loss in lieu thereof) or non-certificated Shares or Company OP Units represented by book-entry of the Company or the Company OP, as applicable (“Book-Entry Shares”) pursuant to this Article II, representing the shares of Company Common Stock or Company OP Units to which such Letter of Transmittal relates, duly endorsed in blank or otherwise in form acceptable for transfer on the books of the Company or the Company OP, as applicable, or by an appropriate customary guarantee of delivery of such Certificates, as set forth in such Letter of Transmittal, from a firm that is an “eligible guarantor institution” (as defined in Rule 17Ad-15 under the Exchange Act); provided, that such Certificates are in fact delivered to the Paying Agent by the time required in such guarantee of delivery, and, in the case of Book-Entry Shares, any additional documents specified in the procedures set forth in the Letter of Transmittal. The Letter of Transmittal 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 such Certificates (or effective affidavits of loss in lieu of such Certificatesthereof as provided in this Section 2.03(c)(i)) or transfer of Book-Entry Shares to the Paying Agent, Agent and which shall be in such form and shall have such other customary provisions as Parent and the Company may agree. (including customary provisions with respect ii) As soon as reasonably practicable after the date of delivery (or, if later, after the Effective Time) to delivery the Paying Agent of a Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares (or, in the case of Book-Entry Shares, receipt of an “agent’s message” with respect to Book-Entry Shares) by the Paying Agent, or such other evidence, if any, of transfer as Parent the Paying Agent may reasonably specifyrequest), together with a properly completed and duly executed Letter of Transmittal and any other documentation required hereby, the holder of record of such Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.03(c)(i)) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange for payment therefor the applicable Merger Consideration in respect of the Merger Consideration. Upon surrender shares of a Company Common Stock or Company Restricted Stock or Company OP Units formerly represented by such holder’s properly surrendered Certificate (or transfer effective affidavit of a loss in lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares. Any Share for cancellation Cash Consideration or Unit Cash Consideration payments shall be made via check or wire or other electronic transfer of immediately available funds, at each such holder’s election as specified in the Letter of Transmittal. 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 records of the Company or Company OP Units that is not registered in the transfer records of the Company OP, payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares or Company OP Units, as applicable, is presented to the Paying Agent, together 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. The Merger Consideration, paid in full with such letter of transmittal, duly completed and validly executed respect to any Share or Company OP Unit in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)terms hereof, the holder of such Certificate or Book-Entry Share 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 or held in book-entry form, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered 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 have been paid in full satisfaction of all rights pertaining to receive the Merger Consideration such Share or Company OP Unit, as contemplated by this Article III, without interestapplicable.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) record of Company Common Stock (i) 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 (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares 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 Bookshares held in book-Entry Sharesentry form) as Parent may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or transfer effective affidavits of a loss in lieu thereof) or Book-Entry Share Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share 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 or held in bookBook-entry formEntry 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered 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, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five Business Days thereafter), Parent shall cause the Paying Exchange Agent shall to mail to each holder of Certificates or Book-Entry Shares whose shares were converted into record of Company Common Stock as of immediately prior to the right to receive the Merger Consideration pursuant to Section 3.1(c) Effective Time (i) a letter of transmittal (which shall (A) in the case of shares of Company Common Stock represented by Certificates, specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates or Book-Entry Shares shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Exchange Agent, and which shall upon adherence to the procedures set forth in the letter of transmittal, (B) be in such customary form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Company may reasonably specifyagree and (C) be prepared prior to the Effective Time) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration to which such holder is entitled pursuant to this Agreement. Upon Following the Effective Time, upon surrender of a Certificate or transfer of a Book-Entry Share Certificates for cancellation to the Paying AgentExchange Agent or receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly and properly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Exchange Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held surrendered, any cash in book-entry formlieu of fractional shares of Parent Common Stock to which the holder is entitled pursuant to Section 2.2(e), and the Certificate any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c) (in each case, without interest), and any Certificates or Book-Entry Share Shares so surrendered shall forthwith be canceledcancelled. If payment of the such Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1A) the Certificate or Book-Entry Share so surrendered shall be properly endorsed person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (2B) the Person person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the such Merger Consideration to a Person person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate or 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 Consideration, as contemplated by this Article IIIII, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.2(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.2(c), in each case without interestinterest and subject to any applicable withholding Taxes.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of Certificates or Book-Entry record of Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1, (ix) 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 (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares to the Paying Agent, 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 Book-Entry Shares) as Parent and the Company may reasonably specify) ), and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. On the Closing Date, the Paying Agent shall also deliver, or cause to be delivered, to each holder of a Company Stock Option or a Company Stock-Based Award by wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of a Certificate Certificates (or transfer effective affidavits of a loss in lieu thereof) or Book-Entry Share for cancellation Shares to the Paying AgentAgent together with, together with in the case of Certificates, such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Share 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. 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 Shares that is not registered in the transfer records of the Company, without interest, a check for each share any cash to be paid upon due surrender of Company Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificate or Book-Entry Share so surrendered shall forthwith may be canceled. If payment of the Merger Consideration is paid to be made to such a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) transferee if the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (2as defined in Section 3.14(b)) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate or Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article IIIII. (iii) For the avoidance of doubt, without interestthe Paying Agent, the Surviving Corporation and Parent shall each be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as defined in Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which 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, Parent shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry Shares record of Common Units whose shares Common Units were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1(a), (iA) a letter of transmittal (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer to the Paying Agent or, in the case of Book-Entry Shares Common Units, upon adherence to the Paying Agentprocedures set forth in the Letter of Transmittal, and which shall be in such customary form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may and the ▇▇▇▇▇▇ Parties shall reasonably specifydetermine) and (iiB) instructions for use of the Letter of Transmittal in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Common Units in exchange for payment of the Merger Consideration. . (ii) Upon surrender of a Certificate (or transfer an effective affidavit of a loss in lieu thereof) or Book-Entry Share for cancellation Common Units to the Paying Agent, Agent together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate or Book-Entry Share Common Units shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company (x) the number of Common Stock formerly Units represented by such Certificate holder’s properly surrendered Certificates (or held effective affidavits of loss in book-entry form, and the Certificate lieu thereof) or Book-Entry Share so surrendered Common Units multiplied by (y) the Merger Consideration. No interest shall forthwith be canceled. If payment paid or accrued for the benefit of holders of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate Certificates or Book-Entry Share is registered, it shall be a condition Common Units on the Merger Consideration payable in respect of payment that (1) the Certificate Certificates or Book-Entry Share so surrendered shall Common Units. In the event of a transfer of ownership of Common Units that is not registered in the unit transfer register of the Partnership, a check for any cash to be properly endorsed or shall otherwise paid upon due surrender of the Certificate may be in proper form for paid to such a transferee if the Certificate formerly representing such Common Units is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and (2) the Person requesting such payment shall to evidence that any applicable unit transfer or other Taxes have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2. (iii) Parent, each Certificate or Book-Entry Share the Surviving Entity and the Paying Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Common Units such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986, as amended (the “Code”), or any provision of federal, state, local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive the Merger Consideration applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article III, without interesthaving been paid to the holder of Common Units in respect of which such deduction and withholding were made.

Payment Procedures. As soon as reasonably practicable after Promptly following the Effective Time, Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of Certificates record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c(other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of the Book-Entry Shares to the Paying Payment 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of a Certificate or transfer of a Book-Entry Share Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (and ii) receipt of an “agent’s message” by the Payment Agent (or such other customary documents evidence, if any, of the transfer as the Payment Agent may reasonably be required by request) in the Paying Agent)case of a transfer of Book-Entry Shares, the holder holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share shall be entitled pursuant to receive in exchange therefor the Merger Consideration, without interest, for each share provisions of Company Common Stock formerly represented by such Certificate or held in book-entry formthis Article II, and the Certificate Certificates so surrendered or Book-Entry Share Shares so surrendered transferred shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate The Payment Agent shall accept such Certificates or Book-Entry Share is registered, it Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be a condition paid or accrued for the benefit of payment that (1) holders of the Certificate Certificates or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of Shares on the Merger Consideration to a Person other than payable upon the registered holder surrender of such Certificate Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article III, without interestII.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than four Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of Certificates a Share Certificate or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(cnot held, directly or indirectly, through The Depository Trust Company (“DTC”) (iother than a Share Certificate representing (A) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (B) Appraisal Shares, which shall be treated in accordance with Section 2.08) (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates or such Book-Entry Shares Shares, as applicable, shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu thereof in accordance with Section 2.02(d)) to the Paying Agent or, in the case of such Certificates) or transfer of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the letter of transmittal, 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 Book-Entry Shares) as Parent and the Company may reasonably specifyagree prior to the Closing Date) and (iiy) instructions for use in effecting the surrender of the Share Certificates or Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Merger Consideration. Consideration as provided in Section 2.01(c). (ii) Upon surrender delivery of a Certificate or transfer of a Book-Entry 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 and procedures (and such other customary documents as may be required pursuant to such instructions or as may reasonably be required by the Paying Agent), and either (A) the surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) or (B) the transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Certificate Share Certificates or Book-Entry Share Shares shall be entitled to receive receive, in exchange therefor and subject to the other provisions of this Article II, the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificate Share Certificates or Book-Entry Shares, and the Share Certificates and Book-Entry Shares 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Share 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 IIIII. (iii) The Persons who were, without interestat the Effective Time, holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.08) held, directly or indirectly, through DTC shall not be required to deliver a Share 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 Section 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to, and subject to the provisions of, this Section 2.02. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, Parent may cause the Paying Agent to pay the Merger Consideration to such Person only if such Share Certificate (if applicable) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable transfer or similar Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of such Share Certificate have been paid or are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Persons in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. (i) As soon promptly as reasonably practicable after following the Effective TimeTime and in any event not later than the third (3rd) Business Day thereafter, the Surviving Company shall cause the Paying Agent shall to mail (and to make available for collection by hand) to each holder of Certificates record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding Company Common Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or affidavits of loss together with any required bond or indemnity in lieu of such Certificatesthereof) or transfer of Book-Entry Shares to the Paying Agent, Agent and which shall be in such the form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent and the Company may reasonably specify) specify and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration into which the number of Company Common Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than three (3) Business Days after the Effective Time. Upon surrender of a Certificate Certificates (or transfer effective affidavits of a Book-Entry Share for cancellation loss together with any required bond or indemnity in lieu thereof) to the Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Company Common Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may customarily and reasonably be required by the Paying Agent), the holder of such Certificate Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Share Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share product of (A) the number of Company Common Stock formerly Shares represented by such Certificate holder’s properly surrendered Certificates (or held effective affidavits of loss in book-entry form, and the Certificate lieu thereof) or Book-Entry Share so surrendered shall forthwith be canceled. If payment of Shares and (B) the Merger Consideration is to (less any applicable withholding Taxes). No interest will be made to a Person other than the Person paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss together with any required bond or indemnity in whose name the surrendered Certificate lieu thereof) or Book-Entry Share Shares. In the event of a transfer of ownership of Company Common Shares that is registerednot registered in the transfer records of the Company, it shall be a condition payment upon due surrender of payment that (1) the Certificate or Book-Entry Share so surrendered shall may be properly endorsed or shall otherwise be in proper form for paid to such a transferee if the Certificate formerly representing such Company Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and (2) the Person requesting such payment shall have paid to evidence that any applicable share transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall applicable Taxes have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2The Merger Consideration, each Certificate or Book-Entry paid in full (less any applicable withholding Taxes) with respect to any Company Common Share in accordance with the terms hereof, shall be deemed at to have been paid in full satisfaction of all rights pertaining to such Company Common Share. (ii) The Paying Agent, the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be entitled to deduct and withhold from any time after amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986 (the “Code”), and the regulations promulgated thereunder, or any provision of state, local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to receive the Merger Consideration appropriate Governmental Entity and (B) shall be treated for all purposes of this Agreement as contemplated by this Article III, without interesthaving been paid to the Person in respect of which such deduction or withholding was made. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the reduction or elimination of any such deduction and withholding.

Payment Procedures. As soon (a) Prior to the Effective Time, TPB shall appoint EQ Shareowner Services or such other bank or trust company reasonably acceptable to SDI to act as reasonably practicable exchange and paying agent (the “Exchange Agent”) for the payment of the Stock Merger Consideration and the Fractional Share Consideration. At or prior to the Effective Time, TPB shall deposit with the Exchange Agent evidence of book entry shares representing the TPB Common Stock issuable pursuant to Section 1.5. The TPB Common Stock constituting the Stock Merger Consideration and the Fractional Share Consideration, together with any dividends or distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “Exchange Fund.” (b) Promptly after the Effective Time, TPB shall cause the Paying Exchange Agent shall to mail to each holder the SDI Stockholders who were record holders of Certificates or Book-Entry Shares whose shares of SDI Common Stock that were converted into the right to receive a portion of the Stock Merger Consideration pursuant to Section 3.1(c) (i) a letter of transmittal in customary form and containing such provisions as TPB may reasonably specify (which shall specify with all other documentation required to be delivered pursuant to the letter of transmittal) (together, the “Letter of Transmittal”), including instructions for surrendering to the Exchange Agent such holder’s SDI Common Stock in exchange for shares of TPB Common Stock and specifying that delivery shall be effected, and risk of loss and title to the any SDI Stock Certificates or Book-SDI Book Entry Shares shall pass, only upon delivery of the such SDI Stock Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-SDI Book Entry Shares to the Paying Exchange Agent. (c) After the Effective Time, 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 Book-Entry Shares) as Parent may reasonably specify) 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 upon surrender of a SDI Stock Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agentcancelation, if applicable, together with such letter delivery to the Exchange Agent of transmittala Letter of Transmittal, duly completed and validly duly executed in accordance with the instructions (and thereto, such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share SDI Stockholder shall be entitled to receive in exchange therefor book entry shares representing such SDI Stockholder’s portion of the Stock Merger Consideration (in a number of whole shares of TPB Common Stock) that such SDI Stockholder has the right to receive pursuant to the provisions of Section 1.5(a) (and any additional whole share of TPB Common Stock payable pursuant to the provisions of Section 1.5(b) and Section 1.5(c)). Until surrendered as contemplated by this Section 1.8(c), any SDI Stock Certificate or SDI Book Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive upon such surrender such SDI Stockholder’s portion of the Stock Merger Consideration (and any additional whole share of TPB Common Stock payable pursuant to the provisions of Section 1.5(b) and Section 1.5(c)) in exchange for SDI Common Stock held by such SDI Stockholder pursuant to this Agreement. A SDI Stockholder shall not be entitled to receive any portion of the Stock Merger Consideration to which they are otherwise entitled until such SDI Stockholder properly delivers a duly executed Letter of Transmittal and such other documents as may be reasonably required by the Exchange Agent or TPB. The Stock Merger Consideration, any additional whole share of TPB Common Stock payable pursuant to the provisions of Section 1.5(b) and Section 1.5(c), and any dividends or other distributions as are payable pursuant to Section 1.8(d) shall be deemed to have been in full satisfaction of any and all rights pertaining to SDI Common Stock. The terms and conditions of the Letter of Transmittal were specifically negotiated by TPB, SDI and Merger Sub as an inducement for TPB, SDI and Merger Sub to enter into this Agreement and such terms and conditions are an integral part of the terms of this Agreement. (d) No dividends or other distributions with respect to TPB Common Stock with a record date after the Effective Time shall be paid to the holder of any SDI Stock Certificate or SDI Book Entry Share, until the surrender of such SDI Stock Certificate or SDI Book Entry Share in accordance with this Section 1.8. Subject to Section 1.8(f), following surrender of any such SDI Stock Certificate or SDI Book Entry Share, there shall be paid to the holder of the TPB Common Stock issued in exchange therefor, without interest, for each share (i) at the time of Company such surrender, the amount of dividends or other distributions with a record date after the Effective Time previously paid with respect to such whole shares of TPB Common Stock formerly represented by and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such Certificate or held in book-entry form, surrender and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. a payment date subsequent to such surrender payable with respect to such whole shares of TPB Common Stock. (e) If payment of the Merger Consideration is to be made to a Person other than the Person SDI Stockholder in whose name such surrendered shares are registered on the surrendered Certificate or Book-Entry Share is registeredstock transfer books of SDI, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the such Person requesting such payment shall have properly delivered a duly executed Letter of Transmittal and such other documents as may be reasonably required by the Exchange Agent or TPB, and paid any all applicable transfer and other similar taxes Taxes required by reason of the such payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share SDI Common Stock surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax Taxes either has have been paid or is are not applicable. Until surrendered . (f) Any portion of the Exchange Fund that remains undistributed as contemplated of the date that is one (1) year after the Closing Date shall be delivered to TPB upon demand, and any former holders of SDI Common Stock who have not theretofore properly delivered a duly executed Letter of Transmittal (with all other documentation required to be delivered pursuant to the Letter of Transmittal) and such other documents as may be reasonably required by the Exchange Agent or TPB in accordance with this Section 3.21.8 shall thereafter look only to TPB for satisfaction of their claims for a portion of the Stock Merger Consideration, each Certificate any additional whole share of TPB Common Stock payable pursuant to the provisions of Section 1.5(b) and Section 1.5(c), or Book-Entry Share any dividends or distributions with respect to shares of TPB Common Stock. (g) No Party shall be deemed at liable to any time after the Effective Time SDI Stockholder or to represent only the right any other Person with respect to receive the Merger Consideration as contemplated by this Article IIIany shares of TPB Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, without interestescheat Law, Tax Law or other similar Law.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of Certificates a Share Certificate or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(cnot held, directly or indirectly, through The Depository Trust Company (“DTC”) (iother than a Share Certificate or Book-Entry Shares representing (A) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) and (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 the Certificates such Share Certificate or such Book-Entry Shares Shares, as applicable, shall pass, only upon delivery of the Certificates such Share Certificate (or affidavits of loss in lieu thereof in accordance with Section 2.02(d)) to the Paying Agent or, in the case of such Certificates) or transfer of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the letter of transmittal, 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 Book-Entry Shares) as Parent and the Company may reasonably specifyagree prior to the Closing Date) and (iiy) instructions for use in effecting the surrender of the Certificates such Share Certificate or such Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Merger Consideration. Consideration as provided in Section 2.01(c). (ii) Upon surrender delivery of a Certificate or transfer of a Book-Entry 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 (and such other customary documents as may reasonably be required by the Paying Agent), and either (A) surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) and/or (B) transfer of Book-Entry Shares not held through DTC by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Certificate Share Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificate Share Certificates or Book-Entry Shares (after giving effect to any required Tax withholding as provided in Section 2.02(g)), and the Share Certificates or Book-Entry Shares 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Share 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 IIIII. (iii) The Persons who were, without interestat the Effective Time, holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.06) held, directly or indirectly, through DTC shall not be required to deliver a Share 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 Section 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Section 2.02. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, Parent may cause the Paying Agent to pay the Merger Consideration to such Person only if such Share Certificate (if applicable) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable stock transfer or similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Share Certificate is registered have been paid or are not applicable. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. As 3.2.1. Customary transmittal materials (“Letter of Transmittal”) in a form satisfactory to SR Bancorp and Regal Bancorp shall be mailed as soon as reasonably practicable after the First Effective Time, the Paying Agent shall mail but in no event later than five (5) Business Days thereafter, to each holder of record of Regal Bancorp Common Stock as of the First Effective Time. A Letter of Transmittal will be deemed properly completed only if, in the case of holders of certificated shares of Regal Bancorp Common Stock, the completed Letter of Transmittal is accompanied by one or more Certificates (or customary affidavits and, if required pursuant to Section 3.2.8, indemnification regarding the loss or destruction of such Certificates or Book-Entry Shares whose the guaranteed delivery of such Certificates) representing all shares were 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 Agreement 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 3.1(c) 3.2, an amount of cash sufficient to pay the aggregate Merger Consideration. 3.2.4. The Letter of Transmittal shall (i) 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Exchange 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) be in a form and contain any other provisions as SR Bancorp may reasonably determine and (iii) include instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon the proper surrender of a Certificate or transfer of a Book-Entry Share for cancellation the Certificates to the Paying Exchange Agent, together with such letter of transmittal, duly a properly completed and validly duly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)Letter of Transmittal, the holder of such Certificate or Book-Entry Share Certificates shall be entitled to receive in exchange therefor therefore a check in the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by amount equal to the cash that such Certificate or held in book-entry form, and holder has the Certificate or Book-Entry Share right to receive pursuant to Section 3.1. Certificates so surrendered shall forthwith be canceled. If payment As soon as practicable following receipt of the Merger Consideration is to be made to a Person other than properly completed Letter of Transmittal and any necessary accompanying documentation, the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it Exchange Agent shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered 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 distribute the Merger Consideration as contemplated provided herein, in each case without interest. If there is a transfer of ownership of any shares of Regal Bancorp Common Stock not registered in the transfer records of Regal Bancorp, the Merger Consideration shall be issued to the transferee thereof if the Certificates representing such Regal Bancorp Common Stock are presented to the Exchange Agent, accompanied by all documents required, in the reasonable judgment of SR Bancorp and the Exchange Agent, to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. 3.2.5. The stock transfer books of Regal Bancorp shall be closed immediately upon the 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 Article IIIAgreement 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 interestany interest thereon. If outstanding Certificates are not surrendered prior to the date on which such payments would otherwise escheat to or become the property of any governmental unit or agency, the unclaimed items shall, to the extent permitted by any abandoned property, escheat or other applicable laws, become the property of SR Bancorp (and, to the extent not in its possession, shall be paid over to it), 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 after the Effective Time, and in any event not later than the fifth Business Day following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent shall to (x) mail to each holder of Certificates or Book-Entry record of Shares as of immediately prior to the Effective Time whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1, (iA) 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 or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu of such Certificatesthereof which are reasonably acceptable to Parent) or transfer of Book-Entry Shares to the Paying Agent, 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 Book-Entry Shares) as Parent may and the Company shall reasonably specifydetermine) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. , and (y) pay, by check or wire transfer of immediately available funds to the account or accounts designated by the Company in writing no later than two Business Days prior to the Closing, to each holder of a Company Stock Option an amount in cash equal to the Option Consideration payable to such holder pursuant to Section 2.1(d) hereof in respect of such Company Stock Option. (ii) Upon surrender of a Certificate Certificates (or transfer effective affidavits of a loss in lieu thereof) or Book-Entry Share for cancellation 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 customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor a check or, if requested in writing by the Merger Considerationholder of such Certificates or Book-Entry Shares representing in excess of one percent (1%) of the Shares outstanding immediately prior to the Effective Time, without interesta wire transfer of immediately available funds to an account designated by such holder, for each share in an amount equal to the product of Company Common Stock formerly (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or held effective affidavits of loss in booklieu thereof) or Book-entry form, Entry Shares multiplied by (y) the Merger Consideration (less any applicable withholding Taxes) and the Certificate or Book-Entry Share Shares so surrendered shall forthwith be canceledcancelled. If payment No interest will be paid or accrued on any amount payable upon due surrender of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate Certificates or Book-Entry Share Shares. In the event of a transfer of ownership of Shares that is registerednot registered in the transfer or stock records of the Company, it shall a check for any cash to be a condition paid upon due surrender of payment that (1) the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent (or in the case of Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be Shares, upon adherence to the applicable procedures set forth in proper form for the letter of transmittal), accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (2as hereinafter defined) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by in accordance with this Section 3.22.2(b)(ii), each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration or such other consideration as contemplated by may be due pursuant to Section 2.1(f). (iii) The Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Article IIIAgreement 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, without interestas amended (the “Code”), or any applicable provision of federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares or holder of the Company Stock Options in respect of which such deduction and withholding were made.

Payment Procedures. As soon as reasonably practicable after Promptly following the Effective Time, the Paying Agent Parent shall mail cause to be mailed to each holder of Certificates record as of the Effective Time of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of Company Common Stock or (ii) shares of Company Common Stock represented by book-entry (“each, a “Book-Entry Shares Share”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 3.7 (ix) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss to the Payment Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the letter of transmittal), 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 Book-Entry Shares) as Parent may reasonably specify) and (iiy) instructions for use in effecting the surrender of the Certificates or and Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share Certificates for cancellation to the Paying Payment Agent, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto and such other customary documents as may reasonably be required by pursuant to such instructions, or delivery to the Payment Agent of an “agent’s message” in respect of Book-Entry Shares (or such other evidence, if any, of transfer as the Paying AgentAgent may reasonably request), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor a check in the amount of U.S. dollars (after giving effect to any required withholdings pursuant to Section 3.10(d)) equal to the product of (x) the number of shares represented by such holder’s properly surrendered Certificates and/or Book-Entry Shares, as applicable, and (y) the per share Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificate or Certificates and Book-Entry Share Shares so surrendered shall forthwith be canceled. If payment of The Payment Agent shall accept such Certificates and transferred Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate or surrender of such Certificates and Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered 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 interestShares.

Payment Procedures. (a) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of Certificates record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and each holder of a Company Warrant immediately prior to the Effective Time (such certificates and Company Warrants, collectively, the “Certificates”), and each holder of uncertificated shares of Company Common Stock represented by book-entry (including Share CDIs held on an issuer-sponsored subregister or CHESS subregister, the “Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) Shares”): (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates or Book-Book Entry Shares shall pass, only upon delivery of the Certificates to the Paying Agent, and which letter shall be in customary form and have such other provisions as Parent shall reasonably specify; and (ii) instructions for effecting the surrender of such Certificates (or affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment such holder’s applicable portion of the Merger Cash Consideration. Upon surrender of a Certificate (or transfer affidavits of a loss in lieu thereof), or in the case of Book-Entry Share for cancellation Shares, in adherence with the applicable procedures set forth in the letter of transmittal, to the Paying Agent, together with such letter of transmittaltransmittal and such other documents as may be reasonably required by the Paying Agent or Parent, duly executed and completed and validly executed in accordance with the instructions (to the letter of transmittal, and such other customary documents as may be reasonably be required by the Paying Agent)Agent or pursuant to such instructions, the holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share applicable portion of Company Common Stock formerly represented by such Certificate or held in book-entry form, the Cash Consideration and the Certificate Certificates or Book-Entry Share Shares 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 3.21.7(b), each Certificate or Book-Entry Share shall be deemed at any time deemed, from and after the Effective Time Time, to represent only the right to receive the Merger Cash Consideration as contemplated by this Article IIISection 1.5. (b) No interest will be paid or will accrue on the Cash Consideration. In the event of a transfer of ownership of Company Common Stock or Company Warrant which is not registered in the transfer records of the Company, without interestthe applicable portion of the Cash Consideration otherwise payable with respect thereto shall be payable to such transferee if the Certificate representing such Company Common Stock or Company Warrant is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid.

Payment Procedures. As soon as reasonably practicable (a) Promptly, but in no event later than two (2) Business Days, after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry Shares whose record of a Certificate that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 1.8 (i) 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (with such letter of transmittal being reasonably acceptable to Company prior to the Effective Time). Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentAgent or to such other agent or agents as Parent may appoint of Certificates, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions (completed, and such other customary documents as the Paying Agent may reasonably be required by the Paying Agent)require, the holder of such Certificate or Book-Entry Share shall be entitled to receive the Merger Consideration in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate or held in book-entry formCertificate, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. Promptly, but in no event later than two (2) Business Days, after the Effective Time, Parent shall cause the Paying Agent to issue and send to each holder of record of Book-Entry Shares (including Book-Entry Shares held through The Depository Trust Company) that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 1.8 a cash amount in immediately available funds equal to the Merger Consideration for each share of Company Common Stock formerly represented by such Book-Entry Shares, without such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Shares shall then be cancelled. No interest shall be paid or accrue on the Merger Consideration. (b) If payment any portion of the Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, then it shall be a condition to the payment of payment such Merger Consideration that (1i) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2ii) the Person requesting such payment shall have (A) paid any transfer and other similar taxes Taxes required by reason of the such payment of the Merger Consideration to in a Person name other than that of the registered holder of such the Certificate or Book-Entry Share surrendered or shall have (B) established to the reasonable satisfaction of the Surviving Corporation Parent that any such tax Taxes either has have been paid or is are not applicablepayable. Until surrendered as contemplated by this Section 3.2, each Certificate or Payment of the Merger Consideration with respect to Book-Entry Share Shares shall only be deemed at any time after payable to the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interestPerson in whose name such Book-Entry Shares are registered.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than five Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent shall mail to deliver to each Person who was, immediately prior to the Effective Time, a holder of Certificates a Share Certificate or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(cnot held, directly or indirectly, through The Depository Trust Company (“DTC”) (other than a Share Certificate representing (i) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) (x) a letter of transmittal transmittal, which shall be in reasonable and customary form (and which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates or Book-Entry Shares shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of such Certificatesthereof in accordance with Section 2.02(d)) or transfer of Book-Entry Shares to the Paying AgentAgent or, and which shall be in the case of such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify, upon adherence to the procedures set forth in the letter of transmittal) and (iiy) instructions for use in effecting the surrender of the Share Certificates or Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Merger Consideration. Consideration as provided in Section 2.01(c). (ii) Upon surrender delivery of a Certificate or transfer of a Book-Entry 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 (and such other customary documents as may reasonably be required by the Paying Agent), and either (A) surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) or (B) transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Certificate Share Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificate Share Certificates or Book-Entry Shares, and the Share Certificates so surrendered shall forthwith be canceled. If payment of No interest shall accrue or be paid on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate surrender of any Share Certificates or Book-Entry Share is registered, it shall be a condition of payment that (1) Shares for the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason benefit of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethereof. Until surrendered as contemplated by this Section 3.22.02, each Share 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 IIIII. (iii) The Persons who were, without interest.immediately prior to the Effective Time, holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) held, directly or indirectly, through DTC shall not be required to deliver a Share 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

Payment Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time (but no later than two (2) Business Days after the Effective Time), the Paying Exchange Agent shall will mail to each holder of Certificates or record of 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 Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.01(a)(ii): (i1) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates or Book-Entry Shares shall held by such holder will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, Exchange Agent and which shall be in such form and shall have such other customary provisions substance reasonably satisfactory to Parent and the Company, and (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii2) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration with respect to such shares. (ii) Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agentto, together with such letter of transmittal, duly completed and validly executed acceptance in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)Section 2.02(b)(iii) by, the holder Exchange Agent of such a Certificate or Book-Entry Share shall Share, the holder thereof will be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect of the number of shares of Company Common Stock formerly represented by such Certificate or held 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 bookaccordance 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 formEntry Shares, and the if any Certificate or Book-Entry Share so surrendered is presented to the Company for transfer, such Certificate of Book-Entry Share shall forthwith be canceled. If payment 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 made remitted to a Person name other than the Person that in whose name the surrendered which a Certificate or Book-Entry Share is registered, it shall no Merger Consideration may be a condition of payment that (1) the paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered shall be is properly endorsed endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer and or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid (A) pay any transfer and or other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established (B) establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax either Tax has been paid or is not applicable. Until payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 3.22.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time 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 this Article III, without interestSection 2.01(a)(ii). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the shares of Company Common Stock represented by Certificates or Book-Entry Shares.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than two Business Days after the Paying Closing Date, Parent shall cause the Exchange Agent shall mail to deliver to each holder record holder, as of Certificates immediately prior to the Effective Time, of (A) shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or (B) shares of Company Common Stock represented by book-entry (“Book-Entry Shares whose Shares”), in each case, which shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) at the Effective Time, a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss to the Exchange Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the Letter of Transmittal, and which shall be in such a customary form and shall have such other customary provisions (including customary provisions with respect agreed to delivery of an “agent’s message” with respect by Parent and the Company prior to Book-Entry Shares) as Parent may reasonably specifythe Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration. Consideration set forth in Section 3.1(b)(i). (ii) Upon surrender to the Exchange Agent of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentShares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Paying Exchange Agent), the holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the Merger Considerationaggregate, without interestthe whole number of shares of Parent Common Stock, for each share if any, that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock formerly represented then held by such Certificate holder) and (B) a check in the amount equal to the cash payable in lieu of any fractional shares of Parent Common Stock pursuant to Section 3.3(h) and dividends and other distributions pursuant to Section 3.3(g). No interest shall be paid or held in book-entry form, and accrued for the Certificate benefit of holders of the Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that (1) the Certificate or Book-Entry Share shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.23.3(b)(ii), each Certificate or and each Book-Entry Share 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 IIIpayable in respect of such shares of Company Common Stock, without interestcash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent shall mail to deliver to each holder record holder, as of Certificates immediately prior to the Effective Time, of (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) Shares”), a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, and which shall be in such a customary form and shall have such other customary provisions (including customary provisions with respect to regarding delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specifyand agreed to by ▇▇▇▇▇▇ and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration. . (ii) Upon surrender to the Paying Agent of a Certificate or transfer and delivery of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (Letter of Transmittal and such other customary documents as may be reasonably be required by the Paying AgentAgent or in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration, without interest, for each share Consideration (subject to Section 3.3(j)) payable in respect of Company Common Stock the number of shares formerly represented evidenced by such Certificate or held in booksuch Book-entry form, and Entry Share. No interest shall be paid or accrued for the Certificate benefit of holders of the Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares on the Merger Consideration or on any unpaid dividends and other distributions payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate record holder of such shares of Company Common Stock or Book-Entry Share is registeredCompany Preferred Stock, as applicable, it shall be a condition of payment that (1) the Certificate or Book-Entry Share shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.23.3(b)(ii), each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of such shares of Company Common Stock or Company Preferred Stock, as contemplated applicable, subject to the Surviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by this Article IIIthe Company and which remain unpaid at the Effective Time (including pursuant to Section 3.3(i), without interestas applicable).

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five (5) business days thereafter), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry record of Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent and the Company prior to the Effective Time may reasonably specifyagree) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares will be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1, and a holder of Book-Entry Shares will be deemed to have surrendered their Book-Entry Shares upon delivery to the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) regarding the book-entry transfer of such holder’s Book-Entry Shares, and such record holder, upon delivery of an “agent’s message” or such other evidence, will be entitled to receive the Merger Consideration for such Book-Entry Shares. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock Share formerly represented by such Certificate or held in bookBook Entry-entry formShare, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2y) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered 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, but in no event later than three Business Days after the Paying Effective Time, Parent will cause the Payment Agent shall to mail to each holder of Certificates or Book-Entry Shares record of a Company Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (iA) a letter of transmittal (which shall will specify that delivery shall will be effected, and risk of loss and title to the Company Certificates or Book-Entry Shares shall will pass, only upon proper delivery of the Company Certificates (or affidavits of loss to the Payment Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the letter of transmittal, and which shall such letter of transmittal will 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 Book-Entry Shares) as Parent may reasonably specifyspecify consistent with this Agreement) and (iiB) 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 payment of the Merger Consideration. Upon . (ii) After the Effective Time, and upon surrender in accordance with Section 2.3(b)(i) of a Company Certificate or transfer of a Book-Entry Share Shares for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required by the Paying Payment Agent), the holder of such Company Certificate or Book-Entry Share shall Shares will be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration that such holder has the right to receive pursuant to the provisions of Company Common Stock formerly represented by such Certificate or held in book-entry form, this Article II and the Company Certificate or Book-Entry Share Shares so surrendered shall forthwith will be canceled. If payment In the event of a transfer of ownership of shares of Company Common Stock that are not registered in the transfer records of the Merger Consideration is to Company, payment may be made issued to a Person person other than the Person 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 registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid Transferee pays any transfer and or other similar taxes Taxes required by reason of the such payment of the Merger Consideration to a Person person other than the registered holder of such Company Certificate or Book-Entry Share surrendered Shares or shall have established establishes to the reasonable satisfaction of the Surviving Corporation Payment Agent that such tax either Tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.3(b), each Company Certificate or and each Book-Entry Share shall will be deemed at any time after the Effective Time to represent only the right to receive receive, upon such surrender, the Merger Consideration as contemplated by 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 IIIII, without interestsubject, however, to the Surviving Corporation’s obligation to pay all dividends that may have been declared by the Company (solely as permitted by Section 5.1) and that remain unpaid at the Effective Time. No interest will be paid or will accrue on any Merger Consideration payable to holders of Company Certificates or Book-Entry Shares pursuant to the provisions of this Article II.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of Certificates or Book-Entry record of shares of Company Common Stock (other than (i) Appraisal Shares whose shares were converted into the right to receive the Merger Consideration pursuant to be treated in accordance with Section 3.1(c2.07 and (ii) Owned Company Shares) (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Book Entry Shares Shares, as applicable, shall pass, in the case of Certificates, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to regarding delivery of an “agent’s message” with respect to Book-Book Entry Shares) as Parent and the Company may reasonably specifyagree in writing prior to the Closing Date) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon (1) surrender of a Certificate or transfer of a Book-Entry Share for cancellation cancelation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent) or (2) in the case of Book Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Book Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in book-entry formBook Entry Share, and the Certificate or Book-Book Entry Share so surrendered shall forthwith be canceled; provided, with respect to any holder of record of Company Common Stock who provides such documentation and information prior to the Closing Date, the Paying Agent shall pay the Merger Consideration for each share of Company Common Stock for which such documentation and information has been provided as soon as reasonably practicable on or after the Closing Date. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Book Entry Share is registered, it shall be a condition of payment that (1x) the Certificate or Book-Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and transfer, (2y) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Book Entry Share surrendered or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable, and (z) the respective holder and the Person requesting such payment represent and agree that such Person (or its tax owner) is the beneficial owner of such Merger Consideration for all Tax purposes. Until surrendered as contemplated by this Section 3.22.02, each Certificate or Book-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 interestII.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but no later than the second (2nd) Business Day thereafter), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry Shares whose shares were converted into record of Senior Preferred Stock and Common Stock as of immediately prior to the right to receive the Merger Consideration pursuant to Section 3.1(c) Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Stock Certificates or and Book-Entry Shares shall pass, only upon proper delivery of the Stock Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares Shares, as applicable, held by a holder to the Paying Agent, 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 Book-Entry Shares) as the Company, Parent and the Surviving Corporation may reasonably specify) agree upon prior to the Effective Time), and (ii) instructions for use in effecting the surrender of the Stock Certificates or and Book-Entry Shares in exchange for payment of the applicable portion of the Merger ConsiderationConsideration to which the holder thereof is entitled. Upon surrender of a Stock Certificate or transfer of a Book-Entry Share Shares, as applicable, for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as the Paying Agent may reasonably be required by the Paying Agent)require, the holder of such Stock Certificate or Book-Entry Share Shares, as applicable, shall be entitled to receive in exchange therefor the applicable portion of the Merger ConsiderationConsideration to which the holder thereof is entitled in accordance with the terms of this ARTICLE II, without interest, in exchange for each share of Company Senior Preferred Stock or Common Stock Stock, as applicable, formerly represented by such Certificate or held in book-entry form, and the Stock Certificate or Book-Entry Share Shares, as applicable, and the Stock Certificate or Book-Entry Shares, as applicable, 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablecancelled. Until surrendered as contemplated by this Section 3.22.05(b), each Stock Certificate or Book-Entry Share Shares, as applicable (other than a Stock Certificate or Book-Entry Shares, as applicable, representing shares of Senior Preferred Stock or Common Stock that constitute either Cancelled Shares or Dissenting Shares, as applicable), shall be deemed deemed, at any time after the Effective Time Time, to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIIConsideration, without interest, into which the shares of Senior Preferred Stock or Common Stock theretofore represented by such Stock Certificate or Book-Entry Shares, as applicable, shall have been converted pursuant to Sections 2.01(c) or (d), as applicable.

Payment Procedures. As soon as reasonably practicable (a) Promptly, but in no event later than one Business Day after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry Shares whose record of Common Stock that, immediately prior to the Effective Time, represented shares of Common Stock that were converted into the right to receive the Merger Consideration Per Share Price pursuant to Section 3.1(c1.8(a) (i) 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 (or affidavits of loss to the Paying Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agent, and which shall be procedures set forth in such form and shall have such other customary provisions (including customary provisions with respect to delivery the letter of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specifytransmittal) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment the Per Share Price. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Merger Consideration. Company prior to the Effective Time). (b) Upon surrender of a Certificate or transfer of a Book-Entry Share 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 (completed, and such other customary documents as the Paying Agent or Parent may reasonably be required by require, or delivery to the Paying AgentAgent of an “agent’s message” in respect of Book-Entry Shares (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share shall be entitled to receive the Per Share Price, in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock so surrendered formerly represented by such Certificate or held in bookholder’s properly surrendered Certificates and/or Book-entry formEntry Shares, as applicable, and the Certificate or and/or Book-Entry Share Shares so surrendered shall forthwith be canceled. If payment of No interest shall be paid or accrue on the Merger Consideration Consideration. (c) If the Per Share Price in respect of one or more shares of Common Stock is to be made paid to a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is Shares are registered, then it shall be a condition to the payment of payment such Merger Consideration that (1i) the Certificate or Book-Entry Share Shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2ii) the Person requesting such payment shall have (A) paid any transfer and other similar taxes Taxes required by reason of the such payment of the Merger Consideration to in a Person name other than that of the registered holder of such the Certificate or Book-Entry Share Shares surrendered or shall have (B) established to the reasonable satisfaction of the Surviving Corporation Parent that any such tax Taxes either has have been paid or is are 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 interestpayable.

Payment Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time and in any event not later than the third business day following the Effective Time, the Paying Agent Surviving Corporation shall mail cause to be mailed to each holder Record Holder, as of the Effective Time, of an outstanding Certificate or outstanding Certificates or Book-Entry Shares whose shares were that immediately prior to the Effective Time represented outstanding Shares, which have converted into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(c) (i) with respect thereto, a form of 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, and which shall be in such customary form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii) reasonable instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationCertificates. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentAgent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Per Share Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented by such Certificate or held and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third business day following the Effective Time (or, solely if delivery of a letter of transmittal (which letter of transmittal shall be in customary form and shall have such provisions as the Company and Parent may reasonably agree) by each Record Holder of uncertificated Shares represented by book-entry form(“Book-Entry Shares”) is required by the Paying Agent, promptly following the Paying Agent’s receipt of such letter of transmittal), the Paying Agent shall issue and deliver to each Record Holder of Book-Entry Shares a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of such Book-Entry Shares, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the Certificate benefit of holders of the Certificates or Book-Entry Shares on the Per Share so surrendered shall forthwith be canceledMerger Consideration payable in respect of the Certificates or Book-Entry Shares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or if payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the such Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Surviving Corporation Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.2(b), each Certificate or Book-Entry Share (other than with respect to Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration as contemplated by this Article III3. (ii) Prior to the Effective Time, without interestParent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of Shares other than Excluded Shares held of record by DTC or such nominee as of the Effective Time multiplied by the Per Share Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first business day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Payment Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time and in any event not later than the third business day following the Effective Time, the Paying Agent Surviving Corporation shall mail cause to be mailed to each holder Record Holder, as of the Effective Time, of an outstanding Certificate or outstanding Certificates or Book-Entry Shares whose shares were that immediately prior to the Effective Time represented outstanding Shares, which have converted into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(c) (i) with respect thereto, a form of 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, and which shall be in such customary form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii) reasonable instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationCertificates. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentAgent of a Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Per Share Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented by such Certificate or held and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third business day following the Effective Time (or, solely if delivery of a letter of transmittal (which letter of transmittal shall be in customary form and shall have such provisions as the Company and Parent may reasonably agree) by each Record Holder of Book-Entry Shares is required by the Paying Agent, promptly following the Paying Agent’s receipt of such letter of transmittal), the Paying Agent shall issue and deliver to each Record Holder of uncertificated Shares represented by book-entry form(“Book-Entry Shares”) a check or wire transfer for the amount of cash that such holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of such Book-Entry Shares, and such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued for the Certificate benefit of holders of the Certificates or Book-Entry Shares on the Per Share so surrendered shall forthwith be canceledMerger Consideration payable in respect of the Certificates or Book-Entry Shares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or if payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the such Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Surviving Corporation Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.23.2(b), each Certificate or Book-Entry Share (other than with respect to Excluded Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Per Share Merger Consideration as contemplated by this Article III3. (ii) Prior to the Effective Time, without interestParent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 10:30 a.m. (Houston time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of Shares other than Excluded Shares held of record by DTC or such nominee as of the Effective Time multiplied by the Per Share Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 10:30 a.m. (Houston time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first business day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Payment Procedures. As soon as reasonably practicable after (a) Prior to the Effective Time, Parent shall appoint, at Parent’s expense, a payment agent (the Paying “Exchange Agent”) reasonably acceptable to the Company to act as the payment agent hereunder. (b) Immediately prior to the Effective Time and in accordance with the Company’s instruction pursuant to Section 1.07, the Company shall pay, and the Company’s exchange agent shall distribute to, the holders of Company Stock entitled to receive the Special Dividend pursuant to Section 1.07 the amount of the Special Dividend calculated in accordance with Section 1.07. (c) At least 15 calendar days before the Closing Date (unless the parties mutually agree to a later date), the Exchange Agent shall mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right of Company Stock entitled to receive the Per Share Merger Consideration pursuant to Section 3.1(c1.05 (collectively, the “Holders”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares Share(s) shall pass, only upon delivery of Certificate(s) or instructions relating to the Certificates Book-Entry Share(s) (or affidavits of loss in lieu of such Certificatesany Certificate(s)) or transfer of Book-Entry Shares to the Paying Agent, Exchange Agent and which shall be substantially in such form and as shall have such other customary provisions be prescribed by the Exchange Agent) (including customary provisions with respect to delivery the “Letter of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specifyTransmittal”) and (ii) instructions for use in effecting surrendering Certificate(s) in exchange for the Per Share Merger Consideration upon surrender of any Certificate. Parent shall cause the Certificates Exchange Agent to provide Company a reasonable opportunity to review and comment upon the Letter of Transmittal and other transfer documents, or any amendments or supplements thereto, prior to disseminating the Letter of Transmittal and other transfer documents to the Holders, and Parent shall consider in good faith and shall cause the Exchange Agent to consider in good faith any comments proposed by Company. (d) After the later of the Effective Time or five (5) Business Days after surrender by the Holder to the Exchange Agent of its Certificate(s) or instructions relating to the Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, the Exchange Agent shall pay and distribute to such Holder the Per Share Merger Consideration in respect of the shares of Company Stock represented by its Certificate(s) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying AgentShare(s), as applicable. The Exchange Agent will pay and distribute the holder Per Share Merger Consideration on the date on which the Effective Time occurs to any Holder from whom a properly completed Letter of Transmittal has been received at least five (5) Business Days before the Effective Time. Until so surrendered, each such Certificate or Book-Entry Share Share(s) shall be entitled represent after the Effective Time, for all purposes, only the right to receive in exchange therefor the Merger Considerationreceive, without interest, for each share of Company Common Stock formerly represented by such Certificate or held in book-entry formthe Per Share Merger Consideration, and any dividends or distributions to which such Holder is entitled, pursuant to this Article I. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Stock that is not registered in the stock transfer records of Company, the Per Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is shall be delivered pursuant to be made Section 1.10(b) in exchange therefor to a Person other than the Person in whose name the Company Stock so surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) registered if the Certificate or Book-Entry Share so surrendered Shares formerly representing such Company Stock shall be properly endorsed endorsed, if a Certificate, or shall otherwise be in proper form for transfer and (2) the Person requesting such payment or issuance shall have paid pay any transfer and or other similar taxes Taxes required by reason of the payment or issuance to a person other than the registered Holder or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from the Per Share Merger Consideration and any other cash amounts otherwise payable pursuant to this Agreement to any Holder of Company Stock (including with respect to any Dissenting Shares) such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law, with respect to the making of such payment; provided that any transfer or other similar Taxes payable in connection with the Merger (other than such Taxes required to be paid by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder Holder of Company Stock with respect to which such Certificate payment is made) shall be borne and paid by Parent. To the extent the amounts are so withheld by the Exchange Agent or Book-Entry Share surrendered or shall have established Parent, as the case may be, and paid over to the reasonable satisfaction applicable Tax authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of shares of Company Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (f) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Stock that occurred prior to the Effective Time. If, after the Effective Time, any Company Stock is presented for transfer to the Exchange Agent, it shall be cancelled and exchanged for the Per Share Merger Consideration in accordance with Section 1.06 and the procedures set forth in this Article I. (g) Any portion of the Surviving Corporation Exchange Fund that such tax either has been paid or is not applicable. Until surrendered remains unclaimed by the Holders as contemplated by this Section 3.2, each Certificate or Book-Entry Share of the first anniversary of the Effective Time shall be deemed provided to Parent; provided, that to the extent at any time after prior to such first anniversary any portion of the Effective Time Exchange Fund that remains unclaimed would have to represent be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws, the Exchange Agent shall first notify Parent and, at Parent’s option, such portion shall instead be provided to Parent. Any former shareholders of Company who have not theretofore complied with this Article I shall thereafter look only to Parent with respect to the Per Share Merger Consideration, without any interest thereon. None of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen, mutilated or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mutilated or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue in exchange for such lost, stolen, mutilated or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement. (i) Subject to the terms of the agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”), Parent, in the exercise of its reasonable discretion, shall have the right to receive make all determinations, not inconsistent with the Merger Consideration as contemplated terms of this Agreement, governing the validity of any Letter of Transmittal and compliance by this Article III, without interestany Holder with the procedures and instructions set forth herein and therein.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five Business Days thereafter), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of Certificates record of Company Common Stock (other than the Company, Parent, Merger Sub, any Subsidiary of the Company, Parent or Book-Entry Merger Sub, holders of Company Restricted Stock in respect of such shares of Company Restricted Stock set forth in Section 2.2 of the Company Disclosure Schedule or holders of Dissenting Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) who have not subsequently withdrawn or lost their rights of appraisal): (i) 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Bookshares held in book-Entry Sharesentry form) as Parent may reasonably specify) 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 a Certificate (or transfer upon receipt of a an agent’s message in the case of Book-Entry Share for cancellation to the Paying AgentShares), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share 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 or held in book-entry form, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate or Book-Entry Share (other than Certificates representing Company Common Stock held by the Company, Parent, Merger Sub or any Subsidiary of the Company, Parent or Merger Sub) 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 IIIII, without interest.

Payment Procedures. As soon (i) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver written instruction to its transfer agent (the “Transfer Agent”), with a copy to Acquiror, directing the Transfer Agent to (A) cancel all electronic certificates or other book-entry entitlements representing shares of Company Capital Stock (the “Company Book-Entries”), such cancellation to be effective as of the Effective Time, and (B) at the Closing, deliver to Acquiror and the Payment Agent written confirmation from the Transfer Agent of the cancellation of all Company Book-Entries, effective as of the Effective Time (the “Cancellation Certificate”). (ii) Within five (5) Business Days following the Closing Date, to the extent not previously mailed or otherwise delivered by the Company or any other Person, Acquiror or the Payment Agent shall mail or otherwise deliver a letter of transmittal in the form attached hereto as Exhibit E (the “Letter of Transmittal”) to each non-Withholding Securityholder at the address or e-mail address set forth opposite each such Person’s name on the Payment Spreadsheet. (iii) After receipt by the Payment Agent of a duly completed Letter of Transmittal, applicable tax forms, and any other documents that Acquiror or the Payment Agent may reasonably practicable require in connection therewith, and any original certificate representing shares of Company Capital Stock if such shares are certificated (a “Company Stock Certificate”), and, in the case of a Warrantholder, an executed Warrant Cancellation Agreement (collectively, the “Exchange Documents”), Acquiror shall cause the Payment Agent to pay to each such Securityholder, as the case may be, in exchange therefor, the Merger Consideration then-payable to such Person pursuant to Section 1.3 for such surrendered Company Securities, as applicable. Any Company Stock Certificates surrendered pursuant to this Section 2.3(e) shall be cancelled. No portion of the Merger Consideration shall be paid or payable to any Stockholder, Optionholder that is a non-Withholding Securityholder, or Warrantholder until such Person delivers to the Payment Agent validly executed Exchange Documents, including, if applicable, a Company Stock Certificate, in accordance with the terms and conditions hereof. Further, no portion of the Merger Consideration shall be paid or payable in respect of any shares of Company Capital Stock represented by Company Book-Entries until Acquiror and the Payment Agent shall have received the Cancellation Certificate. From and after the Effective Time, the Paying Agent shall mail to each holder of all Company Stock Certificates or and Company Book-Entry Shares whose shares were converted into Entries shall, for all corporate purposes, evidence only the ownership of the right to receive the Merger Consideration cash (if any) into which such Company Securities shall have been converted pursuant to Section 3.1(c) (i) a letter the terms 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 (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) 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 a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share 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 or held in book-entry form, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered 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 interestAgreement.

Payment Procedures. As soon as reasonably practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent shall to mail to each registered holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) Company Common Stock (i) a letter of transmittal (which which, in the case of shares of Company Common Stock represented by a Certificate, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock formerly represented by such Certificates or Book-Entry Shares shall pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent and the Company may reasonably specify) agree prior to the Closing Date, including a customary release of claims by the holder against the Company, the Company Board of Directors, Parent and its Affiliates, including claims arising out of or related to this Agreement and the Transactions, and (ii) instructions for use in effecting the surrender of the Certificates such Certificate or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentAgent or receipt of an “agent’s message” by the Paying Agent or such other evidence of transfer as the Paying Agent may reasonably request in the case of Book-Entry Shares, together with such the associated letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger Consideration, without interest, Consideration payable for each share of Company Common Stock formerly represented by such Certificate or held in bookBook-entry formEntry Share, without interest, 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 Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2y) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share so surrendered or and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. For the avoidance of doubt, payment of the applicable Merger Consideration with respect to each Book-Entry Share shall be made upon delivery by the holder of such Book-Entry Share of a duly executed letter of transmittal in accordance with this Section 2.02(b) and such holder shall not be required to surrender any Certificate. Until surrendered as contemplated by this Section 3.22.02(b), each Certificate or 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 required by this Article IIISection 2.01(c), subject to any withholding Taxes and without interest.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), Parent or the Surviving Corporation shall cause the Paying Agent shall to mail to each Person that was, immediately prior to the Effective Time, a holder of Certificates or Book-Entry record of Company Shares whose shares represented by certificates (the “Certificates”), which Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 3.1(c) this Agreement: (iA) a letter of transmittal (transmittal, which shall be in a customary form reasonably acceptable to 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 or Book-Entry Shares shall pass, only upon delivery of the Certificates to the Paying Agent, shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company Shares and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (B) instructions for effecting the surrender of the Certificates (or affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon surrender of a Certificate (or transfer affidavit of a Book-Entry Share for cancellation loss in lieu thereof) to the Paying AgentAgent or to such other agent or agents as may be appointed in writing by ▇▇▇▇▇▇ Sub, together with such letter and upon delivery of transmittala Letter of Transmittal, duly completed executed and validly executed in accordance proper form, with the instructions (and respect to such other customary documents as may reasonably be required by the Paying Agent)Certificates, the holder of the Company Shares represented by such Certificate or Book-Entry Share Certificates as of immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of such Company Common Stock Share formerly represented by such Certificate or held Certificates (subject to any required Tax withholdings as provided in book-entry formSection 2.8(e)), and the any Certificate or Book-Entry Share 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 the any surrendered Certificate or Book-Entry Share is registered, it shall be a condition precedent of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and (2) the Person requesting such payment shall have paid any transfer and other similar taxes Transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such in whose name the Certificate or Book-Entry Share so surrendered or is registered and shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicablerequired to be paid. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated by this Section 3.2hereby, 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. 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 2.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with the terms of such Letter of Transmittal, duly executed and in proper form, the holder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 2.8(e)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered immediately prior to the Effective Time. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIIAgreement, without interestexcept for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Canceled Company Shares.

Payment Procedures. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than two Business Days thereafter), the Surviving Company shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) Former Holder (i) a letter of transmittal in form and substance reasonably satisfactory to Parent and Shareholders’ Representative (which shall specify that delivery shall be effectedinclude, and risk of loss and title among other things, an executed consent to the Certificates or Book-Entry Shares shall pass, only upon delivery appointment of the Certificates (or affidavits Shareholders’ Representative, a release in favor of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying AgentCompany and its Subsidiaries and customary representations and warranties, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery ownership of an “agent’s message” with respect to Book-Entry Shares) the Company Common Shares and Options, as Parent may reasonably specifyapplicable, free and clear of all Liens) and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration. Upon surrender of a Certificate or transfer of a the Book-Entry Share for cancellation to Shares, receipt of 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 (and such other customary documents as may reasonably be required by the Paying Agent), the holder Former Holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor the therefor, subject to any required withholding taxes, such Former Holder’s allocable portion of Aggregate Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate or held Share surrendered in book-entry form, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledaccordance with this Agreement. If any payment of a Former Holder’s allocable portion of the Aggregate Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (1A) the Certificate or Book-Entry Share so surrendered shall be properly endorsed Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (2B) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Company that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.3(b), each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the allocable portion of the Aggregate Merger Consideration attributable to such Book-Entry Share as contemplated by this Article IIIII, without interest.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time, Investment shall cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of Certificates or Book-Entry record of Shares whose shares were converted into the right entitled to receive the Cash Merger Consideration pursuant to Section 3.1(c) 2.1(a): (iA) a letter of transmittal (which shall be in a form determined by Investment) and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares entitled to receive the Cash Merger Consideration shall pass, only upon proper delivery of such Shares to the Certificates Paying Agent) and (B) instructions for effecting the surrender of share certificates, if any, representing the Shares (the “Certificates”) pursuant to such letter of transmittal (or affidavits and indemnities of loss in lieu of the Certificates as provided in Section 2.3(f)). Promptly after a Dissenting Shareholder (as defined below) has effectively withdrawn or lost his, her or its rights to dissent from the Merger and to receive payment of the fair value of its Dissenting Shares under the Act, Investment shall cause the Paying Agent to mail to such CertificatesDissenting Shareholder such letter of transmittal and instructions. (ii) or transfer of Book-Entry Shares Subject to the surrender to the Paying Agent, and which shall be in such form and shall have such other customary provisions Agent (including customary provisions with respect to delivery where applicable) of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) issued certificate (or affidavits and (ii) instructions for use indemnities of loss in effecting the surrender lieu of the Certificates or Book-Entry Shares as provided in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share Section 2.3(g)) for cancellation (in the case of Shares entitled to receive the Paying Agent, together with Cash Merger Consideration represented by a certificate) and such letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may reasonably be required by the Paying Agent), the A) each registered holder of such Shares represented by such Certificate or Book-Entry Share shall be entitled to receive a check in exchange therefor an amount equal to (x) the number of Shares entitled to receive the Cash Merger Consideration, without interest, for each share of Company Common Stock formerly Consideration represented by such certificate (or affidavit and indemnity of loss in lieu of the Share Certificate or held as provided in book-entry formSection 2.3(f)) multiplied by (y) the Cash Merger Consideration per Share, and the Certificate or Book-Entry Share 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer marked as cancelled and (2B) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the each registered holder of such Certificate or Book-Entry Share surrendered or Shares that are not represented by a certificate (the “Uncertificated Shares”) shall have established be entitled to receive a check in exchange therefor an amount equal to (x) the number of Uncertificated Shares multiplied by (y) the Cash Merger Consideration per Share. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, a check for any cash to be exchanged upon due surrender of the certificate may be issued to such transferee if the certificates (if any) which immediately prior to the reasonable satisfaction of Effective Time represented such shares are presented to the Surviving Corporation Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that such tax either has any applicable share transfer taxes have been paid or is are 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. As soon as reasonably practicable after (i) Following the Effective Acceptance Time, Parent and Merger Sub shall cause the Paying Agent shall mail to each pay the Company Stockholders that are entitled to receive the Offer Price pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) in compliance with the terms of this Agreement. (ii) Each holder of Certificates record of one (1) or more non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares whose shares were converted into the right to receive the Merger Consideration pursuant 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 3.1(c3.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (iand 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 (transmittal, which shall be in a customary form reasonably acceptable to 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 or Book-Entry Shares not held through The Depositary Trust Company shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, shall have a customary release of all claims against Parent, Merger Sub and which the Company arising out of or related to such holder’s ownership of Company Shares and shall otherwise 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 Book-Entry Shares) as Parent may and the Paying Agent shall reasonably specifyagree upon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender returning such Letter of the Certificates or Book-Entry Shares Transmittal in exchange for payment of the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon surrender delivery of a Certificate or transfer such Letter of a Book-Entry Share for cancellation to the Paying AgentTransmittal, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (terms of such Letter of Transmittal, duly executed and such other customary documents as may reasonably be required by the Paying Agent)in proper form, the holder of such Certificate or Book-Entry Share Shares immediately prior to the Effective Time 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 or held in book-entry form, and the Certificate or Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)), and such Book-Entry Shares so surrendered shall forthwith be canceled. If payment Payment of the Merger Consideration is with respect to Book-Entry Shares shall only be made to a Person other than the Person in whose name the surrendered Certificate or such Book-Entry Share is registered, it Shares are registered immediately prior to the Effective Time. No interest shall be a condition paid or accrued on any amount payable upon due surrender of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been Shares. Until paid or is not applicable. Until surrendered as contemplated by this Section 3.2hereby, 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 IIIAgreement, without interestexcept for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Canceled Company Shares.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, Parent shall cause the Paying Agent shall mail to deliver: (A) to each holder record holder, as of Certificates immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the "Certificates") or (2) shares of Company Common Stock represented by book-entry ("Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) Shares"), a customary letter of transmittal ("Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss to the Paying Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the Letter of Transmittal, and which shall be in such a customary form and shall have such other customary provisions (including customary provisions with respect agreed to delivery of an “agent’s message” with respect by Parent and the Company prior to Book-Entry Shares) as Parent may reasonably specifythe Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. ; and (C) to each holder of a Performance Unit as of the Effective Time a notice setting forth such holders’ rights pursuant to this Agreement. (ii) Upon surrender to the Paying Agent of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentShares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may be reasonably be required by the Surviving Corporation or the Paying Agent), the holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in Book-Entry Shares and such Certificate or book-entry form, and shall then be canceled. No interest shall be paid or accrued for the Certificate benefit of holders of the Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity ("Person"), other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.22.6(b)(ii), each Certificate or and each Book-Entry Share shall shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article IIIARTICLE II. (iii) Upon cancellation of a Company Stock Option, without interesttogether with the delivery of the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3.

Payment Procedures. As soon as reasonably practicable after Promptly following the Effective TimeTime (but in no event later than five (5) Business Days thereafter), Parent and Merger Sub shall cause the Paying Payment Agent shall to mail to each holder of Certificates record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Common Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Common Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c(other than Cancelled Company Common Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of the Book-Entry Shares to the Paying Payment 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 Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of a Certificate or transfer of a Book-Entry Share Certificates for cancellation to the Paying Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (and ii) receipt of an “agent’s message” by the Payment Agent (or such other customary documents evidence, if any, of the transfer as the Payment Agent may reasonably be required by request) in the Paying Agent)case of a transfer of Book-Entry Shares, the holder holders of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect thereof pursuant to the provisions of Company Common Stock formerly represented by such Certificate or held in book-entry formthis Article II, and the Certificate Certificates so surrendered or Book-Entry Share Shares so surrendered transferred shall forthwith be canceledcancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate The Payment Agent shall accept such Certificates or Book-Entry Share is registered, it Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be a condition paid or accrued for the benefit of payment that (1) holders of the Certificate Certificates or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of Shares on the Merger Consideration to a Person other than payable upon the registered holder surrender of such Certificate Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article III, without interestII.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than five (5) Business Days following the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of Certificates or Book-Entry record of Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) 2.1, a customary letter of transmittal (transmittal, agreed to by Parent and the Company prior to the Closing, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Certificates Paying Agent (or delivery of effective affidavits of loss in lieu of such Certificatesthereof in accordance with Section 2.2(g)) or transfer of Book-Entry Shares upon adherence to the Paying Agent, procedures relating to transfer and which shall be in such form and shall have such other customary provisions (including customary provisions the risk of loss with respect to delivery of an non-certificated Shares represented by book-entry (“agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii) ”). Such letter of transmittal shall contain instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such Shares, in exchange for the Merger Consideration. (ii) Prior to the Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (A) if the Closing occurs at or prior to 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to (x) the product of (1) the number of Common Shares (other than any Shares held by Dissenting Stockholders, if any) held of record by DTC or such nominee immediately prior to the Effective Time and (2) the Common Stock Merger Consideration plus (y) the product of (1) the number of Preferred Shares (other than any Shares held by Dissenting Stockholders, if any) held of record by DTC or such nominee immediately prior to the Effective Time and (2) the Preferred Stock Merger Consideration (such amount, the “DTC Payment”), and (B) if the Closing occurs after 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee promptly on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment. (iii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, Agent together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor payment in an amount equal to the Merger Considerationproduct of (x) the number of Common Shares or Preferred Shares, without interestas applicable, for each share of Company Common Stock formerly represented by such Certificate holder’s properly surrendered Certificates (or held subject to such effective affidavits of loss in book-entry form, and the Certificate lieu thereof) or Book-Entry Share so surrendered shall forthwith be canceled. If payment of Shares multiplied by (y) the Common Stock Merger Consideration is to or Preferred Stock Merger Consideration, as applicable. No interest will be made to a Person other than the Person paid or accrued on any amount payable upon due surrender of Certificates (or delivery of effective affidavits of loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share Shares. In the event of a transfer of ownership of Shares that is registerednot registered in the transfer or stock records of the Company, it shall payment for any cash to be paid upon compliance with the procedures described above may be paid to such a condition transferee if the applicable letter of payment that (1) transmittal is presented to the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for Paying Agent, accompanied by all documents required to evidence and effect such transfer and (2) the Person requesting such payment shall to evidence that any applicable stock transfer or other Taxes have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2. (iv) The Surviving Corporation, each Certificate or Book-Entry Share Parent and the Paying Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Shares or holder of Company Stock Options such amounts as are required to be withheld or deducted under the Effective Time 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 represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive the Merger Consideration applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article IIIhaving been paid to the holder of the Shares or holder of the Company Stock Options, without interestin respect of which such deduction and withholding were made.

Payment Procedures. As soon as reasonably practicable Promptly, but in no event later than three (3) Business Days, after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of Certificates record of a Certificate or Book-Entry Shares whose that immediately prior to the Effective Time represented shares of Company Common Stock that were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 1.8 (ia) 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 affidavits of loss in lieu of such Certificates) or transfer of upon adherence to the procedures for Book-Entry Shares to set forth in the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery letter of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specifytransmittal) and (iib) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (with such letter of transmittal being reasonably acceptable to Company prior to the Effective Time). Upon surrender to the Paying Agent or to such other agent or agents as Parent may appoint of a Certificate Certificates or transfer an “agent’s message” in respect of a Book-Entry Share for cancellation to the Paying AgentShares, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions (completed, and such other customary documents as the Paying Agent may reasonably be required by the Paying Agent)require, the holder of such Certificate or Book-Entry Share Company Common Stock shall be entitled to receive the Merger Consideration in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate or held in bookBook-entry formEntry Shares, and the Certificate or and Book-Entry Share Shares so surrendered shall forthwith be canceled. No interest shall be paid or accrue on the Merger Consideration. If payment any portion of the Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate or Book-Entry Share is registered, then it shall be a condition to the payment of payment such Merger Consideration that (1i) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2ii) the Person requesting such payment shall have (A) paid any transfer and other similar taxes Taxes required by reason of the such payment of the Merger Consideration to in a Person name other than that of the registered holder of such the Certificate or Book-Entry Share surrendered or shall have (B) established to the reasonable satisfaction of the Surviving Corporation Parent that any such tax Taxes either has have been paid or is are not applicablepayable. Until surrendered as contemplated by this Section 3.2, each Certificate or Payment of the Merger Consideration with respect to Book-Entry Share Shares shall only be deemed at any time after payable to the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interestPerson in whose name such Book-Entry Shares are registered.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, the Paying Agent shall mail deliver: (A) to each holder record holder, as of Certificates the Effective Time, of: (1) an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”); or (2) shares of Company Common Stock represented by book-entry (“Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) Shares”), a letter of transmittal (“Letter of Transmittal”) (which shall be in customary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss to the Paying Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the Letter of Transmittal, and which shall be in such a form agreed to by Merger Sub and shall have such other customary provisions (including customary provisions with respect the Company prior to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specifythe Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration therefor; and (B) to each holder of a Company Stock Option as of the Effective Time: (1) an option surrender agreement (“Option Surrender Agreement”) which shall be in a form agreed to by Merger Sub and the Company prior to the Closing; and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. . (ii) Upon surrender to the Paying Agent of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentShares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in bookBook-entry form, Entry Shares and the such Certificate or Book-Entry Share so surrendered shall forthwith then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person person other than the Person person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.5(b)(ii), each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article IIIII. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, without interesttogether with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in exchange therefore the amount of aggregate Option Consideration which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall be canceled. Any such holder shall be entitled to receive such Option Consideration by wire transfer, if so requested by such holder in the Option Surrender Agreement, if the payment of the aggregate Option Consideration to such holder exceeds $1,000,000. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Option Consideration.

Payment Procedures. (i) As soon as reasonably practicable after the Effective TimeTime and in any event not later than the fifth (5th) Business Day following the Closing Date, Parent shall cause the Paying Agent shall to mail to each Person that was, immediately prior to the Effective Time, a holder of Certificates or Book-Entry record of Shares whose shares that were converted into the right to receive the Merger Consideration at the Effective Time pursuant to Section 3.1(c3.1(a), (A) with respect to any such Shares that, immediately prior to the Effective Time, were represented by certificates (i) “Certificates”), 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 (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares to the Paying Agent, and which shall otherwise be in such form and shall have such other customary provisions as Parent and the Company may mutually reasonably agree), and (including customary provisions B) with respect to delivery of an any such Shares, whether represented by Certificates or non-certificated Shares represented by book-entry (“agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii) ”), instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Shares, as applicable, in exchange for payment of the Merger Consideration. . (ii) Upon surrender of a Certificate Certificates (or transfer effective affidavits of a Book-Entry Share for cancellation loss in lieu thereof) 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 reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates (or Book-Entry Share effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor an amount in cash equal to the product of (x) the number of Shares (other than the Excluded Shares and Dissenting Shares) represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and (y) the Merger Consideration. Upon receipt of an “agent’s message” by the Paying Agent (or such other evidence, without interestif any, of transfer as the Paying Agent may reasonably request), the Paying Agent shall issue and deliver to each holder of Book-Entry Shares (other than Excluded Shares and Dissenting Shares) a check or wire transfer for an amount in cash (and, in the case of holders of Book-Entry Shares (other than the Excluded Shares and Dissenting Shares) held through The Depository Trust Company, pay and deliver to the Depository Trust Company or its nominees, in respect of each share such Book-Entry Share for the benefit of Company Common Stock formerly such holders, a cash amount immediately available funds), in each case, equal to the product of (x) the number of Shares represented by such Book-Entry Shares and (y) the Merger Consideration (for the avoidance of doubt, without such holder being required to deliver a Certificate or held in book-entry forman executed letter of transmittal to the Paying Agent), and the Certificate such Book-Entry Shares shall then be canceled. No interest shall be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Share so surrendered shall forthwith be canceledShares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition precedent of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicablerequired to be paid. Until Each Certificate, until surrendered to the Paying Agent as contemplated by this Section 3.2hereby, and each Certificate or Book-Entry Share Share, until paid or surrendered to the Paying Agent as contemplated hereby, shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration in cash, without interest, as contemplated by this Article IIIAgreement (other than the Excluded Shares and Dissenting Shares). (iii) The Paying Agent, without interestthe Company, Parent, Merger Sub and the Surviving Corporation and each of their Affiliates and any other withholding agent, as applicable, shall be entitled to deduct and withhold from any amounts otherwise payable pursuant to this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or non-U.S. Tax Law with respect to the making of such payment. In the event that Parent determines that any such deduction or withholding is applicable other than with regard to payroll and wage Tax withholding made pursuant to Section 3.3, (A) Parent shall use commercially reasonable efforts to notify the Company prior to the date on which such deduction or withholding is anticipated to occur, and (B) Parent and the Company shall reasonably cooperate to minimize or eliminate such deduction or withholding as permitted by applicable Law. To the extent that amounts are so deducted or withheld and paid over to the relevant Governmental Entity, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made.

Payment Procedures. (a) 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 TimeDate (but in no event more than five days thereafter), Parent shall instruct the Paying Payment Agent shall to mail to each holder of Certificates a certificate or Book-Entry Shares whose certificates evidencing shares were converted into the right to receive the Merger Consideration pursuant to of Company Common Stock (other than Dissenting Shares, as defined in Section 3.1(c3.3) (i"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 or Book-Entry Shares shall pass, only upon proper delivery of the such Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Payment 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 Book-Entry Shares) as Parent may reasonably specify) and (iiB) instructions for use in effecting to effect the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon Each holder of Company Common Stock, upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation 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 (executed, and such other customary documents as may reasonably be required pursuant to such instructions, shall be paid the amount to which such holder is entitled, pursuant to this Amended and Restated Agreement, of cash as payment of the Merger Consideration (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 Paying AgentSurviving 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 (c) At the Closing of the transactions contemplated by this Amended and Restated Agreement (the "Closing"), Parent shall deposit in trust with the holder Payment Agent, for the ratable benefit of the holders of Company Common Stock, the appropriate amount of cash to which such Certificate or Book-Entry Share shall be holders are entitled pursuant to receive in exchange therefor this Amended and Restated Agreement for payment of the Merger ConsiderationConsideration (the "Payment Fund"). The Payment Agent shall, without interestpursuant to irrevocable instructions, for each share make the payments to the holders of Company Common Stock formerly represented by such Certificate or held as set forth in book-entry form, this Amended and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. Restated Agreement. (d) If payment any delivery of the Merger Consideration is to be made to a Person person other than the Person registered holder of the Certificates surrendered in whose name the surrendered Certificate or Book-Entry Share is registeredexchange therefor, it shall be a condition of payment to such delivery that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person person requesting such payment delivery shall have paid (i) pay to the Payment Agent any transfer and or other similar taxes required by reason as a result of the payment of the Merger Consideration delivery to a Person person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established (ii) establish to the reasonable satisfaction of the Surviving Corporation Payment Agent that such tax either has been paid or is not applicablepayable. (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 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"). Until surrendered The maturities of Permitted Investments shall be such as to permit the Payment Agent to make prompt payment to former stockholders of the Company entitled thereto as contemplated by this Section 3.2, each Certificate or Book-Entry Share Section. Parent shall promptly replenish the Payment Fund to the extent of any losses incurred as a result of Permitted Investments. Any interest and other income resulting from such investments shall be deemed at paid to Parent. If for any time after reason (including losses) the Effective Time Payment Fund is inadequate to represent only pay the right amounts to receive the Merger Consideration as contemplated by which holders of Company Common Stock shall be entitled under this Article IIIAmended and Restated Agreement, without interestParent 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 Restated Agreement.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, and in any event not later than the Paying Agent third Business Day following the Closing Date, Parent and the Surviving Corporation shall mail cause to be mailed to each holder of Certificates record, as of the Effective Time, of a certificate or certificates that immediately prior to the Effective Time represented outstanding Common Shares (the “Certificates”) or non-certificated outstanding Common Shares represented by book-entry (“Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) Shares”), (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer Book-Entry Shares to the Paying Agent) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. The form of the letter of transmittal and instructions shall be reasonably agreed upon by Parent and the Company. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) 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 a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor therefor, and the Merger ConsiderationPaying Agent shall promptly distribute to such holder, without interest, for each share a check in an amount equal to the product of Company (x) the number of Common Stock formerly Shares represented by such Certificate holder’s properly surrendered Certificates (or held effective affidavits of loss in book-entry form, and the Certificate lieu thereof) or Book-Entry Share so surrendered shall forthwith be canceled. If payment of Shares and (y) the Merger Consideration is to Consideration. No interest will be made to a Person other than the Person paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in whose name the surrendered Certificate lieu thereof) or Book-Entry Share Shares. In the event of a transfer of ownership of Common Shares that is registerednot registered in the transfer records of the Company, it shall a check for any cash to be a condition paid upon due surrender of payment that (1) the Certificate or Book-Entry Share so surrendered shall may be properly endorsed or shall otherwise be in proper form for paid to such a transferee if the Certificate formerly representing such Common 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. (2iii) the Person requesting such payment shall have paid Notwithstanding any transfer and other similar taxes required by reason of the payment of the provision in this Agreement, Parent, Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any holder of Shares such amounts as are required to be withheld or deducted under the Code or any provision of any applicable Law relating to Taxes with respect to the making of such payment. To the extent that any amounts are so withheld or deducted, such tax either has withheld or deducted amounts shall be paid over to the applicable Governmental Entity in accordance with applicable Law and treated for all purposes of this Agreement as having been paid or 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 to the Effective Time to represent only holder of the right to receive the Merger Consideration as contemplated by this Article III, without interestShares in respect of which such deduction and withholding was made.

Payment Procedures. (i) As soon as reasonably practicable after following the Effective TimeClosing, Parent or the Paying Payment Agent shall mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) email a letter of transmittal in a form to be mutually agreed between the parties (which shall specify that delivery shall be effected, and risk the “Letter of loss and title Transmittal”) to each Stockholder at the Certificates or Book-Entry Shares shall pass, only upon delivery of address set forth opposite each such Person’s name on the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) and Payment Spreadsheet. (ii) instructions for use in effecting After receipt by the surrender of the Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender Payment Agent of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, a Founder Consideration Holdback Agreement (solely for the Founders) and any other documents (including IRS Form W-9 or appropriate IRS Form W-8, as applicable, solicited as part of the Letter of Transmittal) that Parent or the Payment Agent may reasonably require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto and the original certificate representing shares of Company Capital Stock (and such other customary documents as may reasonably be required by the Paying Agenta “Company Stock Certificate”), Parent shall cause the Payment Agent to pay to the holder of such Company Stock Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger ConsiderationConsideration payable in respect thereto pursuant to Section 1.3(b)(i) (less the cash and stock amounts to be retained by Escrow Agent as Escrow Amount and the cash amount to be deposited in the Representative Expense Fund on such holder’s behalf pursuant to Section 2.3(b)(ii) and 2.3(b)(iii), without interestrespectively, for each share and subject in the case of Company Common Stock formerly represented by such Certificate or held in book-entry formthe Founders to their Founder Consideration Holdback Agreements), and the Company Stock Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. If payment No portion of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) paid or payable to the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of any Company Stock Certificate until the holder of record of such Company Stock Certificate or Book-Entry Share surrendered or shall have established surrender such Company Stock Certificate and validly executed Exchange Documents in accordance with the terms and conditions hereof. (iii) Within one full payroll period following the Effective Time (or, in the case of any distribution made pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time 1.3(c) after the Effective Time Time, within one full payroll period following the date of such distribution) subject to represent only Section 2.4, Parent shall cause the right Surviving Company to receive pay: (x) to each holder of Non-Employee Options, the Merger Consideration as contemplated applicable amount required to be paid pursuant to Section 1.3(c), with respect to such holder’s Non-Employee Options, through the Surviving Company’s accounts payable, and (y) to each holder of Employee Options, the applicable amount required to be paid pursuant to Section 1.3(c), with respect to such holder’s Employee Options, pursuant to the Surviving Company’s standard payroll procedures; provided, however, that payments of the Representative Expense Amount in respect of Employee Options shall be made directly by this Article III, without interestthe Surviving Company (and not through its payroll).

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, the Paying Agent shall mail (x) to each holder of Certificates or Book-Entry record of Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1, (i) 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 (or effective affidavits of loss accompanied by any bond required by subsection (g) in lieu of such Certificatesthereof) or transfer of Book-Entry Shares to the Paying Agent, 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 Book-Entry Shares) as Parent and the Company may reasonably specify) ), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss accompanied by any bond required by subsection (g) in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration and (y) to each holder of a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of a Certificate Certificates (or transfer effective affidavits of a loss in lieu thereof) or Book-Entry Share for cancellation 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 customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly (x) the number of Shares represented by such Certificate holder's properly surrendered Certificates (or held effective affidavits of loss in book-entry form, and the Certificate lieu thereof) or Book-Entry Share so surrendered shall forthwith be canceled. If payment of Shares multiplied by (y) the Merger Consideration is to Consideration. No interest will be made to a Person other than the Person in whose name the surrendered Certificate paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Share Shares. In the event of a transfer of ownership of Shares that is registerednot registered in the transfer records of the Company, it shall a check for any cash to be a condition paid upon due surrender of payment that (1) the Certificate or Book-Entry Share so surrendered shall may be properly endorsed or shall otherwise be in proper form for 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 (2) the Person requesting such payment shall to evidence that any applicable stock transfer Taxes have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 3.22.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article IIIII. (iii) For the avoidance of doubt, without interestthe 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 or Company Stock-Based Awards, 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, U.S. local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted 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 or Company Stock-Based Awards, in respect of which such deduction and withholding were made. If any withholding or deduction is required to be made under the Laws of any jurisdiction from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, the amount of such payment shall be increased to an amount which ensures that, after the making of that withholding or deduction, the holder entitled to receive such payment receives and retains a net sum equal to the payment which it would have received and retained had no such withholding or deduction been required; provided, that this sentence shall not require that any increase be made with respect to any withholding or deduction to the extent such withholding or deduction would have been imposed had Parent and Merger Sub (or their respective assignees pursuant to Section 8.7) been corporations organized under the Laws of the United States (or any political subdivision thereof) or the British Virgin Islands and not resident for Tax purposes in any other jurisdiction.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, Closing and the date of delivery by a Selling Shareholder to the Paying Agent shall mail to each holder of a duly executed Letter of Transmittal, Share Transfer Deed (together with Certificates or Book-Entry Shares whose shares were converted into Affidavit of Lost Certificates) (collectively, the right to receive the Merger Consideration pursuant “Transfer Instruments” ), subject to Section 3.1(c) (i) a letter 1.9 and Article IX, such Selling Shareholder and the Section 102 Trustee on behalf of transmittal (which shall specify that delivery shall be effectedSection 102 Shareholders, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) 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 a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate or Book-Entry Share applicable shall be entitled to receive a wire transfer (net of any wire transfer fees) representing the cash amount that such holder has the right to receive pursuant to Section 1.5(a) in exchange therefor accordance with the Merger ConsiderationSpreadsheet. For the avoidance of doubt, without interestwith respect to any Company Shares, for each share including any Company Shares that have been issued upon the exercise of any Company Option, any and all Transfer Instruments shall be executed by the beneficial Selling Shareholder himself/herself/itself and not by any proxy holder of such Company Shares. Notwithstanding anything to the contrary in this Agreement, Selling Shareholders shall not be entitled to receive any portion of the Total Consideration to which they would otherwise be entitled until such duly executed Transfer Instruments are properly delivered. (ii) As soon as reasonably practicable following the Closing and subject to delivery by a Company Optionholder’s of a duly executed optionholder acknowledgement agreement in a form to be negotiated and finalized between Acquirer and Company, acting in good faith, as soon as reasonably practicable following the date hereof and in any event prior to the Closing (“Optionholder Acknowledgement”), a Company Optionholder holding a Vested Company Option shall be entitled to receive a wire transfer (net of any wire transfer fees) representing the cash amount that such holder has the right to receive pursuant to Section 1.5(b)(i) in respect of such Vested Company Option and in accordance with the Spreadsheet, subject to Section 1.9 below. Notwithstanding anything to the contrary set forth herein, if a holder of Vested Company Options fails to execute and deliver an Optionholder Acknowledgement to the Acquirer prior to the Closing, such holder of Vested Company Options will not be entitled to receive, through the Paying Agent or otherwise, the Vested Company Option Amount in respect of such Vested Company Options. (iii) Notwithstanding anything to the contrary in the foregoing, or otherwise in this Agreement, with respect to any Selling Shareholder that is selling Section 102 Shares hereunder and holders of Vested Company Options that are Section 102 Options or Section 3(i) Options, the cash amount that such holder has the right to receive pursuant to Section 1.5(a) in respect of such Section 102 Shares or pursuant to Section 1.5(b)(i) in respect of such Section 102 Options or Section 3(i) Options shall be transferred by the Paying Agent to the Section 102 Trustee and to be held and thereafter released by the Section 102 Trustee to the holder of Section 102 Shares, Section 102 Options or Section 3(i) Options (through Company payroll, if applicable), as the case may be, in accordance with the terms of the agreement with Section 102 Trustee, the 102 Plan, any applicable Legal Requirements (including the provisions of Section 102 of the Income Tax Ordinance (including, where applicable, the completion of the “requisite holding period” under Section 102(b)(2) of the Income Tax Ordinance), the Options Tax Ruling and/or Interim Options Tax Ruling, as applicable, and/or any other approval that may be issued by the ITA. The Company shall cause any payments to holders of Company Common Stock formerly represented Options who are U.S. current or former employees of any Subsidiary to be made through the applicable Subsidiary’s payroll system in accordance with standard payroll practices (including withholding for applicable Taxes as required by such Certificate applicable Legal Requirements). Without derogating from the foregoing, the Acquirer shall cause any payments to holders of Section 102 Options or held in book-entry form, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is Section 3(i) Options to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it Section 102 Trustee who shall be a condition of payment that (1) responsible to withhold the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes applicable Taxes as required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered 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 interestapplicable Legal Requirements.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (but in any event within three (3) Business Days thereafter), Parent shall instruct the Paying Agent shall to mail to or otherwise provide each holder of record of shares of Company Common Stock (other than Excluded Shares) that are (A) represented by Certificates or Book-Entry Shares whose shares were converted into (B) Uncertificated Shares, and are not held, directly or indirectly, through DTC, notice advising such holders of the right to receive effectiveness of the Merger Consideration pursuant to Section 3.1(cMerger, which notice shall include (1) appropriate transmittal materials (i) including a customary letter of transmittal (which shall specify transmittal) specifying that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry such Uncertificated Shares shall pass, pass only upon delivery of the Certificates (or affidavits of loss in Table of Contents lieu of such the Certificates, as provided in Section 2.10) or transfer the surrender of Book-Entry such Uncertificated Shares to the Paying Agent, and Agent (which shall be in such form and shall deemed to have such other customary provisions (including customary provisions with respect to been effected upon the delivery of an a customary “agent’s message” with respect to Book-Entry Shares) such Uncertificated Shares or such other reasonable evidence, if any, of such surrender as Parent the Paying Agent may reasonably specify) request pursuant to the terms and conditions of the Paying Agent Agreement), as applicable, and (ii2) instructions for use in effecting the surrender of the Certificates (or Book-Entry affidavits of loss in lieu of the Certificates, as provided in Section 2.10) or such Uncertificated Shares to the Paying Agent in exchange for payment the Merger Consideration that such holder is entitled to receive as a result of the Merger Consideration. Upon surrender of a Certificate pursuant to this Article II. (ii) With respect to Uncertificated Shares held, directly or transfer of a Book-Entry Share for cancellation indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries to ensure that the Paying Agent shall transmit to DTC or its nominees on the first Business Day after the Closing Date an amount in cash, by wire transfer of immediately available funds, equal to (A) the number of shares of Company Common Stock (other than Excluded Shares) held of record by DTC or such nominee immediately prior to the Effective Time, multiplied by (B) the Merger Consideration. (iii) Upon surrender to the Paying Agent of the shares of Company Common Stock (other than Excluded Shares) that (A) are Certificates, by physical surrender of such Certificates (or affidavits of loss in lieu of the Certificates, as provided in Section 2.10) together with such the letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may be reasonably be required by the Paying Agent, (B) are Uncertificated Shares not held through DTC, by book-receipt of an “agent’s message” by the Paying Agent in connection with the surrender of Uncertificated Shares (or such other reasonable evidence, if any, of surrender with respect to such Uncertificated Shares, as the Paying Agent may reasonably request pursuant to the terms and conditions of the Paying Agent Agreement), in each case of the foregoing clauses (A) and (B) of this Section 2.8(c)(iii), pursuant to such materials and instructions contemplated by Section 2.8(c)(i), and (C) are Uncertificated Shares held, directly or indirectly, through DTC, in accordance with DTC’s customary surrender procedures and such other procedures as agreed by the Company, Parent, the Paying Agent, DTC, DTC’s nominees and such other necessary or desirable third-party intermediaries pursuant to Section 2.8(c)(ii), the holder of such Certificate or Book-Entry Uncertificated Share shall be entitled to receive in exchange therefor therefor, and Parent shall cause the Merger ConsiderationPaying Agent to pay and deliver, without interestout of the Exchange Fund, for each share as promptly as practicable to such holders, an amount in cash in immediately available funds (after giving effect to any required Tax withholdings as provided in Section 2.8(e)) equal to the product obtained by multiplying (1) the number of shares of Company Common Stock formerly represented by such Certificate Certificates (or held affidavits of loss in book-entry form, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment lieu of the Merger Consideration is to be made to a Person other than the Person Certificates, as provided in whose name the surrendered Certificate Section 2.10) or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and such Uncertificated Shares by (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of Merger Consideration. Until so surrendered or transferred, as the payment of the Merger Consideration to a Person other than the registered holder of case may be, each such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Uncertificated Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the Merger Consideration as contemplated by payable in respect thereof pursuant to the provisions of this Article III, without interestII. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate or Uncertificated Share.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time, but in any event no later than three (3) Business Days following the Effective Time, Parent shall cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of Certificates or Book-Entry record of Shares whose shares were converted into the right entitled to receive the Merger Consideration pursuant to Section 3.1(c) 3.01(a): (iA) 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 or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares pursuant to such letter of transmittal. At the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Corporation a cash amount in exchange for payment of immediately available funds sufficient to make the Merger Consideration. payments described under Section 3.04(b) and Section 3.04(c) and the Surviving Corporation shall make such payments to the Persons entitled to receive such amounts through its payroll, subject to all applicable income and employment Taxes and other authorized deductions. (ii) Upon (A) surrender to the Paying Agent of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agentcancellation, together with such letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, or (and B) receipt by the Paying Agent of an “agent’s message” in the case of Book-Entry Shares, and, in each case, such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of such Certificate or Book-Entry Share Shares shall be entitled to receive in exchange therefor an amount of cash equal to the aggregate Merger Consideration, without interest, for each share Consideration which such holder has the right to receive pursuant to Section 3.01(a) in respect of Company Common Stock the Shares formerly represented by such Certificate or held in book-entry form, and the Certificate holder’s Certificates or Book-Entry Share Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be canceledcancelled. If payment In the event of a transfer of ownership of Shares which is not registered in the transfer records of the Company, an amount of cash equal to the aggregate Merger Consideration is to for such Shares may be made issued to a Person other than transferee if the Person in whose name the surrendered Certificate Certificates or Book-Entry Share is registeredShares representing such Shares are presented to the Paying Agent, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for accompanied by all documents required to evidence and effect such transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established evidence reasonably satisfactory to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax either has any applicable stock transfer Taxes have been paid or is not applicablepaid. Until surrendered as contemplated by Section 3.01(a) and this Section 3.23.02, each Certificate or Book-Entry Share shall be deemed at any time all times after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIIupon such surrender, without interest, the Merger Consideration.

Payment Procedures. As soon promptly as reasonably practicable after the Effective Time, Parent will cause the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of Certificates or Book-Entry record of Shares whose shares were converted into the right entitled to receive the Merger Consideration pursuant to Section 3.1(c) 2.01(b): (i) a letter of transmittal in customary form (which shall specify including a provision confirming that delivery shall will be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall will pass, only upon proper delivery of the Certificates (or affidavits of loss to the Paying Agent or, in lieu of such Certificates) or transfer the case of Book-Entry Shares Shares, upon adherence to the Paying Agent, procedures set forth in the letter of transmittal) reasonably acceptable to Parent 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 Book-Entry Shares) as Parent may reasonably specify) the Company; and (ii) instructions for use in effecting the surrender of the such holder’s Certificates or Book-Entry Shares in exchange for payment of the Merger ConsiderationConsideration issuable and payable in respect thereof pursuant to such letter of transmittal. Exchange of any Book-Entry Shares will be effected in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying AgentAgent for exchange, together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions (transmittal and such other customary documents as may be reasonably be required by the Paying Agent)Agent or Parent, the holder of such Certificate or Book-Entry Share shall Shares will be entitled to receive in exchange therefor for such properly surrendered Shares an amount in cash equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly (i) the number of Shares represented by such Certificate or held in book-entry form, and the Certificate holder’s properly surrendered Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares and (ii) the Merger Consideration. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the such Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Parent that such tax either has been paid or Tax 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. As soon as reasonably practicable Promptly after the Effective TimeTime (but in no event more than five (5) Business Days thereafter), the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) record of Company Common Stock (i) 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 shares of Company Common Stock shall pass, only upon proper delivery of the Certificates (or affidavits representing such shares of loss in lieu of such Certificates) Company Common Stock or transfer of the Book-Entry Shares to the Paying Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, 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 Book-Entry Shares) as Parent and the Company may reasonably specifyagree 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 ConsiderationConsideration payable in respect thereof. Upon surrender of a Certificate or transfer of a Book-Entry Share Certificates for cancellation to the Paying AgentExchange Agent or, in the case of Book-Entry Shares, receipt of a satisfactory “agent’s message” in customary form by the Exchange Agent or such other evidence, if any, of transfer as the Exchange Agent may reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Common Stock upon receipt by the Exchange Agent of an “agent’s message” or such other evidence, if any, as the Exchange Agent may reasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Exchange Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger ConsiderationConsideration payable in respect thereof, without interest, for each share of Company Common Stock formerly represented by such Certificate or held in book-entry formsurrendered, and the Certificate or Book-Entry Share so any Certificates surrendered shall forthwith be canceledcancelled. If payment of the such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1A) the Certificate or Book-Entry Share so surrendered shall be properly endorsed Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (2B) the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof as contemplated by this Article III, without interestinterest and subject to any applicable withholding Taxes.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than four Business Days thereafter), to the extent required by the Paying Agent, Parent and the Surviving Corporation shall direct the Paying Agent shall to mail to each Person who was, at the Effective Time, a holder of Certificates a Share Certificate or Book-Entry Book‑Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(cnot held, directly or indirectly, through The Depository Trust Company (“DTC”) (iother than a Share Certificate representing (A) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (B) Appraisal Shares, which shall be treated in accordance with Section 2.07) (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates or Book-Entry Shares such Book‑Entry Shares, as applicable, shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of such Certificatesthereof in accordance with Section 2.02(d)) or transfer of Book-Entry Shares to the Paying AgentAgent or, in the case of such Book‑Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, 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 Book-Entry Shares) as Parent and the Company may reasonably specifyagree prior to the Closing Date) and (iiy) instructions for use in effecting the surrender of the Share Certificates or Book-Entry Book‑Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Merger Consideration. Consideration as provided in Section 2.01(c). (ii) Upon surrender delivery of a Certificate or transfer letter of a Book-Entry Share for cancellation to transmittal (if required by the Paying Agent, together with such letter of transmittal), duly completed and validly executed in accordance with the such letter’s instructions and procedures (and such other customary documents as may be required pursuant to such instructions or as may reasonably be required by the Paying Agent), and either (A) the surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) or (B) the transfer of Book‑Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book‑Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book‑Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02(b), the holder of such Certificate Share Certificates or Book-Entry Share Book‑Entry Shares shall be entitled to receive receive, in exchange therefor and subject to the other provisions of this Article II, the Merger Consideration, without interest, Consideration for each share of Company Class A Common Stock formerly represented by such Certificate Share Certificates or held in book-entry formBook‑Entry Shares, and the Certificate or Book-Entry Share Certificates and Book‑Entry Shares 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 the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.02, each Share Certificate or Book-Entry 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 IIIII. (iii) The Persons who were, without interestat the Effective Time, holders of Book‑Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) held, directly or indirectly, through DTC shall not be required to deliver a share 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 Section 2.02. With respect to such Book‑Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third‑party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to, and subject to the provisions of, this Article II. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, Parent may direct the Paying Agent to pay the Merger Consideration to such Person only if such Share Certificate (if applicable) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable transfer or similar Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of such Share Certificate have been paid or are not applicable. Payment of the Merger Consideration with respect to Book‑Entry Shares shall only be made to the Persons in whose name such Book‑Entry Shares are registered in the stock transfer records of the Company. (v) The parties shall take all actions reasonably requested to facilitate an orderly and efficient surrender and exchange process with the Paying Agent, sufficient to allow the parties to calculate the Merger Consideration, the Exchange Fund and the amount payable pursuant to Equity-Based Awards, in each case, five Business Days prior to the Closing.

Payment Procedures. (a) The Purchaser has designated PNC Bank, National Association to act as the paying agent (the “Paying Agent”) for the purpose of facilitating the cancellation of certificates representing the shares of Company Stock (the “Certificates”), which Certificates are maintained electronically solely on Carta, for each Stockholder’s and each Warrantholder’s share of the Estimated Closing Consideration, to be allocated among the Stockholders and the Warrantholder in accordance with the Payment Schedule delivered to the Purchaser by the Company pursuant to Section 1.7. (b) As soon as reasonably practicable after the Effective TimeAgreement Date, the Purchaser shall cause the Paying Agent to distribute (i) to each Stockholder at the address of record with the Company documentation required of the Stockholders for Closing, including (A) a written consent of the stockholders approving the principal terms of the Merger, which consent will be materially in the form previously provided to and deemed reasonably acceptable by the Purchaser (the “Written Stockholder Consent”), (B) an information statement describing with reasonable accuracy this Agreement, the Merger and the provisions of Section 262 of Delaware Law (the “Information Statement”), (C) Transmittal Letters substantially in the form attached hereto as Exhibit C-1 and C-2 (the “Transmittal Letters”) to (I) each Stockholder, and (II) each holder of Company Restricted Stock respectively, and (ii) a Warrant Cancellation Agreement to the Warrantholder. Such documentation shall advise the Stockholders and the Warrantholder of the anticipated closing of the Acquisition, request that the Stockholders execute the Written Consent and inform the Stockholders and Warrantholder the procedures for (i) with respect to Stockholders, cancelling such holder’s Certificates and submission of the Transmittal Letter (with all other documentation required to be delivered pursuant to the Transmittal Letter) and (ii) with respect to the Warrantholder, delivery of the Warrant Cancellation Agreement; provided, however, for the avoidance of doubt, any Estimated Closing Consideration payable to such holder with respect to Restricted Company Stock held by such holder, shall be paid to the Surviving Corporation for distribution to such holder in accordance with the terms of Section 1.9(i). (c) Within two (2) Business Days following the Closing Date with respect to the Warrantholder and any Stockholder that has delivered all required documentation prior to the Closing Date, and with respect to any other Stockholder within five (5) Business Days of receipt of all required documentation from such Stockholder, the Paying Agent shall mail deliver to each holder of Certificates or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) a letter of transmittal (which shall specify that delivery shall be effectedsuch holder, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares 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 Book-Entry Shares) as Parent may reasonably specify) 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 a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions terms of such holder’s Transmittal Letter (and such other customary documents as may reasonably be required by in the Paying Agentcase of each Stockholder) or Warrant Cancellation Agreement (in the case of the Warrantholder), the holder amount set forth opposite such holder’s name on the Payment Schedule as payable on account of such Certificate holder’s shares of Company Stock (other than shares of Restricted Company Stock) and/or Warrants, as applicable, as the aggregate share of the Estimated Closing Consideration payable to such holder (in addition, with respect to holders of Restricted Company Stock, to the aggregate share of the Estimated Closing Consideration payable to such holder in exchange for his shares of Restricted Company Stock) in exchange for such holder’s shares of Company Stock (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein or Book-Entry Share in the Company certificate of incorporation, the Purchaser, Merger Sub, the Surviving Corporation, the Equityholder Representative, and the Paying Agent shall be entitled to receive in exchange therefor rely on the Merger Consideration, without interest, for each share Payment Schedule as conclusive evidence of Company Common Stock formerly represented by such Certificate or held in book-entry form, amounts payable to the Stockholders and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. Warrantholder pursuant to this Agreement. (d) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered cancelled Certificate or Book-Entry Share is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that (1) the holder of such Certificate has provided such documentation evidencing such transfer in a manner reasonably requested by the Paying Agent or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) that the Person requesting such payment shall have signed the Transmittal Letter and paid any all transfer and other similar taxes Taxes required by reason of the such payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation Paying Agent that such tax Taxes either has have been paid or is are not applicable. . (e) Until properly surrendered as contemplated by this Section 3.2or canceled, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time for all purposes to represent evidence only the right to receive the portion of the Merger Consideration payable in exchange for shares of Company Stock held by such Stockholder, pursuant to this Agreement. The Stockholders and Warrantholder shall not be entitled to receive any portion of the Merger Consideration to which they would otherwise be entitled until their respective Transmittal Letters (with all other documentation required to be delivered pursuant to the Transmittal Letter) and Certificates are cancelled electronically in Carta or a Warrant Cancellation Agreement is delivered, as contemplated applicable, in accordance with this Agreement. (f) In the event any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall pay with respect to such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof in a form acceptable to the Purchaser and the Paying Agent, the amount payable with respect to such Certificates as set forth on the Payment Schedule; provided, however, that the Purchaser, the Surviving Corporation or the Paying Agent may, in its discretion, require the delivery of a satisfactory indemnity. (g) At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of Company Stock thereafter on the records of the Company or the Surviving Corporation. (h) Notwithstanding anything to the contrary in this Article IIIAgreement, without interestnone of the Purchaser, the Surviving Corporation, the Paying Agent, the Representative Group nor any Equityholder shall be liable to any Person for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement. (i) In the case of a holder of Restricted Company Stock who has signed and not revoked a Transmittal Letter, on the next administratively practicable scheduled payroll date following the later of the Closing Date and the timely delivery of a such holder’s Transmittal Letter, the Surviving Corporation shall pay to such holder the amount set forth opposite such holder’s name on the Payment Schedule as payable on account of such holder’s shares of Restricted Company Stock as the aggregate share of the Estimated Closing Consideration payable to such holder (less applicable withholdings). (j) In the case of a holder of Vested Options who has signed and not revoked an Option Cancellation Agreement, in the form attached hereto as Exhibit D (an “Option Cancellation Agreement”), with respect to such holder’s Vested-In-The-Money Options, the Surviving Corporation shall pay to such holder the applicable Closing Date Option Cancellation Amounts (less applicable withholdings) on the next administratively practicable scheduled payroll date following the Closing Date. (k) Any amount required to be paid in respect of Restricted Company Stock or a Vested-In-The-Money Option pursuant to Section 1.12 or Section 9 shall be paid to the Surviving Corporation for distribution to the holder of such Restricted Company Stock or Vested-In-The-Money Option, as applicable, on the next administratively practicable scheduled payroll date following the date upon which such payment becomes due and payable. The Payment Schedule shall set forth opposite each applicable holder’s name on the Payment Schedule: (y) the share of the Estimated Closing Consideration payable to each holder of Restricted Company Stock on account of such holder’s shares of Restricted Company Stock (such consideration subject to adjustment as provided herein and any applicable withholding Taxes) and (z) the Closing Date Option Cancellation Amounts amount shall be set forth opposite such holder’s name on the Payment Schedule as the aggregate share of the Estimated Closing Consideration payable to such holder on account of such holder’s Vested-In-The-Money Options (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Agreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein, Purchaser, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested-In-The-Money Options pursuant to this Agreement.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective TimeTime (but in no event more than five Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent shall mail to deliver to each Person who was, immediately prior to the Effective Time, a holder of Certificates a Share Certificate or Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(cnot held, directly or indirectly, through The Depository Trust Company (“DTC”) (other than a Share Certificate representing (i) shares of Company Common Stock to be canceled in accordance with Section 2.01.b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) (x) a letter of transmittal transmittal, which shall be in reasonable and customary form (and which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates or Book-Entry Shares shall pass, only upon delivery of the Share Certificates (or affidavits of loss in lieu of such Certificatesthereof in accordance with Section 2.02.d)) or transfer of Book-Entry Shares to the Paying AgentAgent or, and which shall be in the case of such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify, upon adherence to the procedures set forth in the letter of transmittal) and (iiy) instructions for use in effecting the surrender of the Share Certificates or Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Merger Consideration. Consideration as provided in Section 2.01.c). (ii) Upon surrender delivery of a Certificate or transfer of a Book-Entry 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 (and such other customary documents as may reasonably be required by the Paying Agent), and either (A) surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02.d)) or (B) transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of surrender with respect to such Book-Entry Shares as the Paying Agent may reasonably request), in each case as contemplated in subsection (i) of this Section 2.02.b), the holder of such Certificate Share Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, Consideration for each share of Company Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificate Share Certificates or Book-Entry Shares, and the Share Certificates so surrendered shall forthwith be canceled. If payment of No interest shall accrue or be paid on the Merger Consideration is to be made to a Person other than payable upon the Person in whose name the surrendered Certificate surrender of any Share Certificates or Book-Entry Share is registered, it shall be a condition of payment that (1) Shares for the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason benefit of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethereof. Until surrendered as contemplated by this Section 3.22.02, each Share 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 IIIII. (iii) The Persons who were, without interestimmediately prior to the Effective Time, holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01.b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) held, directly or indirectly, through DTC shall not be required to deliver a Share 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 Section 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Section 2.02. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, it shall be a condition of payment that the Share Certificate (or effective affidavits of loss in lieu thereof) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent and Parent that any applicable stock transfer or similar Taxes have been paid or are not applicable. None of Parent, Merger Sub and the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in the immediately preceding sentence under any circumstance. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Persons in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent shall mail to deliver to each holder record holder, as of Certificates immediately prior to the Effective Time, of (A) an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock, as applicable, represented by book- entry (“Book-Entry Shares whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) (i) Shares”), a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, and which shall be in such a customary form and shall have such other customary provisions (including customary provisions with respect to regarding delivery of an “agent’s message” with respect to Book-Entry Shares) as and agreed to by Parent may reasonably specifyand the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration. . (ii) Upon surrender to the Paying Agent of a Certificate or transfer and delivery of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (Letter of Transmittal and such other customary documents as may be reasonably be required by the Paying AgentAgent or in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the holder of such Certificate or Book-Entry Share Shares shall be entitled to promptly receive in exchange therefor the Merger Consideration, without interest, for each share Consideration (subject to Section 3.3(j)) payable in respect of Company Common Stock the number of shares formerly represented evidenced by such Certificate or held in booksuch Book-entry form, and Entry Share. No interest shall be paid or accrued for the Certificate benefit of holders of the Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares on the Merger Consideration or on any unpaid dividends and other distributions payable in respect of the Certificates or Book-Entry Shares. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate record holder of such shares of Company Common Stock or Book-Entry Share is registeredCompany Preferred Stock, as applicable, it shall be a condition of payment that (1) the Certificate or Book-Entry Share shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (2) that the Person requesting such payment shall have paid any transfer and other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share shares surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax Taxes either has have been paid or is are not applicable. Until surrendered as contemplated by this Section 3.23.3(b)(ii), each Certificate or and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of such shares of Company Common Stock or Company Preferred Stock, as contemplated applicable, subject to the Surviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by this Article IIIthe Company and which remain unpaid at the Effective Time (including pursuant to Section 3.3(i), without interestas applicable).

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time, (x) the Paying Agent shall mail to each holder of Certificates or Book-Entry record of Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1, (iA) 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 (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares to the Paying Agent, 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 Book-Entry Shares) as Parent and the Company may reasonably specifymutually agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration and (y) the Surviving Corporation shall pay to each holder of a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 5.5 of this Agreement in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of a Certificate Certificates (or transfer effective affidavits of a loss in lieu thereof) or Book-Entry Share for cancellation 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 customary documents as may reasonably customarily be required by the Paying AgentAgent (including a declaration form in which the holder of record states whether the holder is a resident of Israel as defined in the Income Tax Ordinance of Israel (New Version), 1961 (the "Ordinance")) the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly (x) the number of Shares represented by such Certificate holder's properly surrendered Certificates (or held effective affidavits of loss in book-entry form, and the Certificate lieu thereof) or Book-Entry Share so surrendered shall forthwith be canceled. If payment of Shares multiplied by (y) the Merger Consideration is to Consideration. No interest will be made to a Person other than the Person in whose name the surrendered Certificate paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Share Shares. In the event of a transfer of ownership of Shares that is registerednot registered in the transfer records of the Company, it shall a check for any cash to be a condition paid upon due surrender of payment that (1) the Certificate or Book-Entry Share so surrendered shall may be properly endorsed or shall otherwise be in proper form for 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. (2iii) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason Each of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986 (the "Code"), the Ordinance or any provision of U.S. or Israeli state or local law, or any other applicable foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted, such tax either has withheld or deducted amounts shall be (i) paid over to the applicable Governmental Entity and (ii) treated for all purposes of this Agreement as having been paid or 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 to the Effective Time to represent only holder of the right to receive the Merger Consideration as contemplated by this Article III, without interestShares in respect of which such deduction and withholding were made.

Payment Procedures. As soon (a) Prior to the Effective Time, Parent shall appoint, at Parent’s expense, Computershare Trust Company, N.A. to act as reasonably practicable after the payment agent hereunder (the “Exchange Agent”). On or prior to the Closing Date, the Parent shall deposit with or make available to the Exchange Agent for exchange in accordance with the terms of this Section 1.08 immediately available funds equal to the Total Cash Consideration (the “Exchange Fund”). (b) After the Calculation Date and prior to the Effective Time, the Paying Company shall pay, and the Exchange Agent shall distribute to, the holders of Company Stock entitled to receive the Special Dividend pursuant to Section 1.07(b), if any, the amount of the Special Dividend calculated in accordance with Section 1.07(b). (c) As promptly as practicable, but in any event no later than five (5) Business Days following the Effective Time, and provided that Company has delivered, or caused to be delivered, to the Exchange Agent all information that is reasonably necessary for the Exchange Agent to perform its obligations, the Exchange Agent shall mail to each holder of Certificates or Book-Entry Shares whose shares were converted into the right of Company Stock entitled to receive the Per Share Merger Consideration pursuant to Section 3.1(c1.05 (collectively, the “Holders”) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificate(s) or Book-Entry Shares Share(s) shall pass, only upon delivery of Certificate(s) or instructions relating to the Certificates Book-Entry Share(s) (or affidavits of loss in lieu of such Certificatesany Certificate(s)) or transfer of Book-Entry Shares to the Paying Agent, Exchange Agent and which shall be substantially in such form and as shall have such other customary provisions be prescribed by the Exchange Agent) (including customary provisions with respect to delivery the “Letter of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specifyTransmittal”) and (ii) instructions for use in effecting surrendering Certificate(s) in exchange for the Per Share Merger Consideration upon surrender of any Certificate. Parent shall cause the Certificates Exchange Agent to provide Company a reasonable opportunity to review and comment upon the Letter of Transmittal and other transfer documents, or any amendments or supplements thereto, prior to disseminating the Letter of Transmittal and other transfer documents to the Holders, and Parent shall consider in good faith and shall cause the Exchange Agent to consider in good faith any comments proposed by Company. (d) Upon proper surrender by the Holder to the Exchange Agent of its Certificate(s) or instructions relating to the Book-Entry Share(s), accompanied by a properly completed Letter of Transmittal, the Exchange Agent shall pay and distribute to such Holder the Per Share Merger Consideration in respect of the shares of Company Stock represented by its Certificate(s) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying AgentShare(s), as applicable, the holder amount of which shall be deducted from the Exchange Fund. Until so surrendered, each such Certificate or Book-Entry Share Share(s) shall be entitled represent after the Effective Time, for all purposes, only the right to receive in exchange therefor the Merger Considerationreceive, without interest, for each share of Company Common Stock formerly represented by such Certificate or held in book-entry formthe Per Share Merger Consideration, and any dividends or distributions to which such Holder is entitled, pursuant to this Article I. (e) In the event of a transfer of ownership of a Certificate or Book-Entry Shares representing Company Stock that is not registered in the stock transfer records of Company, the Per Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is shall be delivered pursuant to be made Section 1.08(c) in exchange therefor to a Person other than the Person in whose name the Company Stock so surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (1) registered if the Certificate or Book-Entry Share so surrendered Shares formerly representing such Company Stock shall be properly endorsed endorsed, if a Certificate, or shall otherwise be in proper form for transfer and (2) the Person requesting such payment or issuance shall have paid pay any transfer and or other similar taxes Taxes required by reason of the payment or issuance to a person other than the registered Holder or establish to the satisfaction of Parent that the Tax has been paid or is not applicable. The Exchange Agent (or, subsequent to the first anniversary of the Effective Time, Parent) shall be entitled to deduct and withhold from the Per Share Merger Consideration and any other cash amounts otherwise payable pursuant to this Agreement to any Holder of Company Stock such amounts as the Exchange Agent or Parent, as the case may be, is required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law, with respect to the making of such payment; provided that any transfer or other similar Taxes payable in connection with the Merger (other than such Taxes required to be paid by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder Holder of Company Stock with respect to which such Certificate payment is made) shall be borne and paid out of the Exchange Fund by the Exchange Agent or Book-Entry Share surrendered the Parent, as the case may be. To the extent the amounts are so withheld by the Exchange Agent or shall have established Parent, as the case may be, and paid over to the reasonable satisfaction applicable Tax authorities, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Holder of shares of Company Stock in respect of whom such deduction and withholding was made by the Exchange Agent or Parent, as the case may be. (f) After the Effective Time, there shall be no transfers on the stock transfer books of Company of any shares of Company Stock that were issued and outstanding immediately prior to the Effective Time other than to settle transfers of Company Stock that occurred prior to the Effective Time. If, after the Effective Time, any Company Stock is presented for transfer to the Exchange Agent, it shall be cancelled and exchanged for the Per Share Merger Consideration in accordance with Section 1.06 and the procedures set forth in this Article I. (g) Any portion of the Surviving Corporation Exchange Fund that such tax either has been paid or is not applicable. Until surrendered remains unclaimed by the Holders as contemplated by this Section 3.2, each Certificate or Book-Entry Share of the first anniversary of the Effective Time shall be deemed provided to Parent; provided, that to the extent at any time after prior to such first anniversary any portion of the Effective Time Exchange Fund that remains unclaimed would have to represent be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws, the Exchange Agent shall first notify Parent and, at Parent’s option, such portion shall instead be provided to Parent. Any former shareholders of Company who have not theretofore complied with this Article I shall thereafter look only to Parent with respect to the Per Share Merger Consideration, without any interest thereon. None of Parent, Company, the Exchange Agent or any other person shall be liable to any former holder of shares of Company Stock for any amount delivered in good faith to a public official pursuant to applicable abandoned property, escheat or similar Laws. (h) In the event that any Certificate shall have been lost, stolen, mutilated or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen, mutilated or destroyed and, if reasonably required by Parent or the Exchange Agent, the posting by such person of a bond in such amount as Parent may determine is reasonably necessary 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, mutilated or destroyed Certificate the Per Share Merger Consideration deliverable in respect thereof pursuant to this Agreement. (i) Subject to the terms of the agreement between Parent and the Exchange Agent (the “Exchange Agent Agreement”), the Exchange Agent, in the exercise of its reasonable discretion, shall have the right to receive make all determinations, not inconsistent with the Merger Consideration as contemplated terms of this Agreement, governing the validity of any Letter of Transmittal and compliance by this Article IIIany Holder with the procedures and instructions set forth herein and therein; provided, without interesthowever, the Exchange Agent shall be consulted prior to such determinations, and the Exchange Agent shall consider the input from the Parent, both parties acting reasonably.

Payment Procedures. As soon as reasonably practicable (i) Promptly after the Effective Time (but no later than four (4) Business Days after the Effective Time), the Paying Exchange Agent shall will mail to each holder of Certificates or record of a certificate representing outstanding shares of GPE Common Stock and Westar Common Stock immediately prior to the Effective Time (a “Certificate”) and to each holder of uncertificated shares of GPE Common Stock and Westar Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.01(b): (i1) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates or Book-Entry Shares shall held by such holder will pass, only upon delivery of the such Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Agent, Exchange Agent and which shall be in such form and shall have such other customary provisions substance reasonably satisfactory to GPE and Westar, and (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii2) instructions for use in effecting the surrender of the such Certificates or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration with respect to such shares. (ii) Upon surrender of a Certificate or transfer of a Book-Entry Share for cancellation to the Paying Agentto, together with such letter of transmittal, duly completed and validly executed acceptance in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)Section 2.02(b)(iii) by, the holder Exchange Agent of such a Certificate or Book-Entry Share shall Share, the holder thereof will be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect of Company the number of shares of GPE Common Stock or Westar Common Stock formerly represented by such Certificate or held 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, Holdco Common Stock that constitutes the Merger Consideration 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 bookaccordance with customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of GPE or Westar or its respective transfer agent of Certificates or Book-entry formEntry Shares, and the if any Certificate or Book-Entry Share so surrendered is presented to GPE or Westar for transfer, such Certificate of Book-Entry Share shall forthwith be canceled. If payment canceled against delivery of the Merger Consideration payable in respect of the shares of GPE Common Stock or Westar Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be made remitted to a Person name other than the Person that in whose name the surrendered which a Certificate or Book-Entry Share is registered, it shall no Merger Consideration may be a condition of payment that (1) the paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered shall be is properly endorsed endorsed, with signature guaranteed, or shall otherwise be in proper form for transfer and or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid (A) pay any transfer and or other similar taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate or Book-Entry Share surrendered or shall have established (B) establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such tax either Tax has been paid or is not applicable. Until payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 3.22.02, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of GPE Common Stock or Westar Common Stock represented by such Certificate or Book-Entry Share as contemplated by this Article III, without interestSection 2.01(b). No interest will be paid or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect of the shares of GPE Common Stock or Westar Common Stock represented by Certificates or Book-Entry Shares.

Payment Procedures. As soon as reasonably practicable after Promptly following the Effective Time, Parent and the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of Certificates record (as of immediately prior to the Effective Time) of (i) a certificate or Book-Entry Shares certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) and (ii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 3.7 (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu of such Certificates) or transfer of Book-Entry Shares to the Paying Payment Agent), and which shall be in such form and shall have such other customary provisions and/or (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates or Book-Entry and Uncertificated Shares in exchange for payment of the Merger ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article III. Upon surrender of a Certificate or transfer of a Book-Entry Share Certificates for cancellation to the Paying AgentPayment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent)thereto, the holder holders of such Certificate or Book-Entry Share Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the Merger Consideration, without interest, for each share product obtained by multiplying (x) the aggregate number of shares of Company Common Stock formerly represented by such Certificate or held that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in book-entry formrespect thereof), and the Certificate or Book-Entry Share Certificates so surrendered shall forthwith be canceled. If payment Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration is pursuant to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registeredSection 3.7, it shall be a condition of payment that by (1y) the Certificate or Book-Entry Share Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith be properly endorsed canceled. The Payment Agent shall accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or shall otherwise be in proper form accrued for transfer and (2) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason benefit of holders of the payment of Certificates and Uncertificated Shares on the Merger Consideration to a Person other than payable upon the registered holder surrender of such Certificate or Book-Entry Share surrendered or shall have established Certificates and Uncertificated Shares pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 3.8. Until surrendered as contemplated by this Section 3.2so surrendered, each Certificate or Book-Entry Share outstanding Certificates and Uncertificated Shares shall be deemed at any time from and after the Effective Time Time, to represent evidence only the right to receive the Merger Consideration as contemplated by Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of 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 Agent shall mail (x) to each holder of Certificates or Book-Entry record of Shares whose shares Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1(c) 2.1, (iA) 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 or Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu of such Certificatesthereof) or transfer of Book-Entry Shares to the Paying Agent, 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 Book-Entry Shares) as Parent may and the Company shall reasonably specifydetermine) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration and (y) to each holder of a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of a Certificate Certificates (or transfer effective affidavits of a loss in lieu thereof) or Book-Entry Share for cancellation 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 customary documents as may reasonably customarily be required by the Paying Agent), the holder of such Certificate Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor a check in an amount equal to the Merger Consideration, without interest, for each share product of Company Common Stock formerly (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or held effective affidavits of loss in book-entry form, and the Certificate lieu thereof) or Book-Entry Share so surrendered shall forthwith be canceled. If payment of Shares multiplied by (y) the Merger Consideration is to Consideration. No interest will be made to a Person other than the Person in whose name the surrendered Certificate paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Share Shares. In the event of a transfer of ownership of Shares that is registerednot registered in the transfer or stock records of the Company, it shall a check for any cash to be a condition paid upon due surrender of payment that (1) the Certificate or Book-Entry Share so surrendered shall may be properly endorsed or shall otherwise be in proper form for 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 or other Taxes (2as hereinafter defined) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share . (iii) The Surviving Corporation and the Paying Agent shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of Shares or holder of Company Stock Options or Company Stock-Based Awards such amounts as are required to be withheld or deducted under the Effective Time Internal Revenue Code of 1986 (the “Code”), or any provision of federal, state, local or foreign Tax Law with respect to represent only the right making of such payment. To the extent that amounts are so withheld or deducted and paid over to receive the Merger Consideration applicable Governmental Entity (as contemplated by hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Article III, without interestAgreement as having been paid to the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards in respect of which such deduction and withholding were made.