Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of 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 shall pass, only upon delivery of the 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry 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 Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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. Promptly after (a) At or prior to the Effective Time, Parent shall deposit in an escrow account (the “Escrow Account”) with SunTrust Bank, as escrow agent (the “Escrow Agent”), an amount of cash equal to Four Million Dollars ($4,000,000) (the “Escrow Amount”). The Escrow Account shall be held, invested and disbursed in accordance with the terms and conditions of the Escrow Agreement in substantially the form attached hereto as Exhibit 3.02 (the “Escrow Agreement”). (b) Each Stockholder that has surrendered prior to the Closing Date (an “Effective Time Surrendering Stockholder”) all of its certificate or certificates representing shares of Company Common Stock immediately prior to the Effective Time (but the “Certificates”) shall be entitled to receive its portion of the Effective Time Merger Consideration at or prior to the Effective Time pursuant to this Section 3.02(b). Any Certificates so surrendered prior to the Closing Date shall be endorsed for transfer or accompanied by stock powers in favor of Parent and shall be accompanied by such letter of transmittal duly executed and completed in accordance with the instructions thereto and such other documents as may be required pursuant to such instructions. At or prior to the Effective Time, Parent shall (i) wire in immediately available funds to each Effective Time Surrendering Stockholder the cash portion of the Effective Time Merger Consideration payable to such Effective Time Surrendering Stockholder and (ii) cause to be issued to each Effective Time Surrendering Stockholder a duly authorized and validly issued Parent Common Stock certificate and a duly authorized and validly issued Parent Preferred Stock certificate issuable to such Effective Time Surrendering Stockholder, for each share of Parent Common Stock and Parent Preferred Stock represented by the surrendered Certificates. (c) At or prior to the Effective Time, Parent shall supply or cause to be supplied to Parent’s transfer agent or other exchange agent selected by Parent (the “Agent”), in trust for the benefit of the holders of Company Common Stock other than the Effective Time Surrendering Stockholders and for exchange pursuant to subsection (d) below, the aggregate Effective Time Merger Consideration (in cash, Parent Common Stock and Parent Preferred Stock) less the portion of the Effective Time Merger Consideration that is paid to the Effective Time Surrendering Stockholders pursuant to subsection (b) above. (d) Promptly (and in no event more than five three (3) business days thereafter)days) after the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock a Certificate, except for the Effective Time Surrendering Stockholders, (i) a notice of the effectiveness of the Merger, (ii) a form letter of transmittal (transmittal, in a form reasonably acceptable to Parent and the Company, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) 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 shares held in book-entry form) as Parent may reasonably specify and (iiiii) instructions for use in effecting surrendering such Certificates and receiving the Effective Time Per Share Merger Consideration in respect thereof. After the Effective Time, each such holder of Company Common Stock shall surrender the Certificate or Certificates representing shares of Company Common Stock owned by such Stockholder to the Agent. Within three (3) business days (with respect to the cash portion of the Effective Time Merger Consideration) and five (5) business days (with respect to the stock portion of the Effective Time Merger Consideration) after such surrender of the Certificates (or effective affidavits shares of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying AgentCompany Common Stock, together with a duly executed and completed transmittal letter, and such letter other documents as may reasonably be requested by Parent, the Agent shall deliver to such Stockholder the Effective Time Per Share Merger Consideration owed for each share surrendered in accordance with Section 3.01 above. The Agent shall pay the cash portion of transmittal, duly completed and validly executed the Effective Time Per Share Merger Consideration by check or wire transfer in accordance with the instructions (and such other customary documents as may reasonably be required provided by the Paying Agent)Stockholder. No interest or dividends will be paid or accrued on the consideration payable upon the surrender of any Certificate. The Agent shall not be obligated to deliver the consideration to which any former holder of Company Common Stock is entitled as a result of the Merger until such Person surrenders his, her or its Certificate or Certificates representing the holder shares of Company Common Stock for exchange as provided in this Section 3.02 or such Person provides an appropriate affidavit regarding loss of such Certificate or Book-Entry Certificates and an indemnification for loss in favor of Parent (as described below in this Section 3.02(d)). The Certificate or Certificates representing Company Common Stock so delivered shall be duly endorsed as Parent or the Agent may reasonably require. If there has been a transfer of ownership of shares of Company Common Stock represented by Certificates that is not registered in the transfer records of the Company, then the Effective Time Per Share Merger Consideration may be issued to a transferee if the Certificate or Certificates representing such shares are delivered to the Agent, accompanied by all documents required to evidence such transfer and by evidence satisfactory to Parent and the Agent that any applicable stock transfer taxes have been paid. If any Certificate shall have been lost, stolen, mislaid or destroyed, upon receipt of (i) an affidavit of that fact from the holder claiming such Certificate to be lost, mislaid, stolen or destroyed, (ii) such bond, security or indemnity as Parent may reasonably require, and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, then the Agent shall deliver to such holder the consideration into which the shares represented by such lost, stolen, mislaid or destroyed Certificate shall have been converted. (e) Each of the Agent, Parent and the Surviving Corporation shall be entitled to receive in exchange therefor deduct and withhold from the Merger Consideration, without interest, for each share consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock formerly represented such amounts, if any, as it is required to deduct and withhold with respect to the making of such payment under the Code or any provision of state, local or foreign Tax Law. To the extent that any amounts are so withheld by the Agent, Parent or the Surviving Corporation, as the case may be, such Certificate or Book-Entry Share, and withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment holder of the shares of Company Common Stock in respect of which such deduction and withholding was made by the Agent, Parent or the Surviving Corporation, as the case may be. (f) At any time following the one (1)-year anniversary of the Effective Time, Parent shall be entitled to require the Agent to deliver to it any Effective Time Merger Consideration is that had been made available to the Agent and not disbursed to holders of Company Common Stock (including, without limitation, all interest and other income received by the Agent in respect of all cash funds made available to it, free and clear of all claims, liens or interest of any Person previously entitled thereto), and, thereafter, such holders shall be entitled to look to Parent (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to any consideration payable upon due surrender of the Certificates held by them. Notwithstanding the foregoing, neither Parent nor the Agent shall be liable to any holder of Company Common Stock for any consideration delivered in respect of such Company Common Stock to a public official pursuant to any abandoned property, escheat or other similar Law. (g) At the Effective Time, the stock transfer books of the Company shall be closed as to holders of Company Common Stock immediately prior to the Effective Time and no transfer of Company Common Stock by any such holder shall thereafter be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablerecognized. Until surrendered as contemplated by for exchange in accordance with the provisions of this Section 3.2Article 3, each Certificate theretofore representing shares of Company Common Stock, excluding any Dissenting Shares, shall be deemed at any time from and after the Effective Time to represent for all purposes only the right to receive the consideration provided in Section 3.01 without interest. (h) Notwithstanding anything in this Agreement to the contrary, the Effective Time Merger Consideration shall be adjusted to reflect fully the effect of any stock split, reverse stock split, stock dividend, reclassification, redenomination, recapitalization, split-up, combination, exchange of shares or other similar transaction with respect to the Company Common Stock, Parent Common Stock or Parent Preferred Stock, as contemplated by applicable, occurring or having a record date or effective date between the date of this Article III, without interest, Agreement and any declared and unpaid dividends to which the holder of such Certificate is entitledEffective Time.

Payment Procedures. (i) Promptly after the Effective Time (but in no event more later than five business days thereaftertwo (2) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to will mail to each holder of record of a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time (ia “Certificate”) and to each holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time (“Book-Entry Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii): (1) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify and (ii2) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry ShareShare surrendered under this Agreement. Until such time as the Merger Consideration is issued to or at the direction of the holder of a surrendered Certificate or Book-Entry Shares, the Parent Common Stock that constitutes a portion thereof shall not be voted on any matter. (iii) The Exchange Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange of the Certificates and Book-Entry Shares in accordance with customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and 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 paid in exchange for such surrendered Certificate or Book-Entry Share unless: (x1) 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 (yB) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid (A) pay any transfer and or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate surrendered or shall have established Book-Entry Share or (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 interest, and any declared and unpaid dividends to which Section 2.01(a)(ii). No interest will be paid or accrued for the holder benefit of such Certificate is entitledholders 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. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (but in no event more than five business days thereafter)5th) Business Day following the Effective Time, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record of shares of Company Common Stock whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (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 shall pass, only upon on delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. (ii) On 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Certificates or Book-Entry Share, Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and the Certificate any dividends or other distributions payable pursuant to Section 2.2(c)). No interest shall be paid or accrued on any amount payable on 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 is registered, it shall be a condition precedent of payment that (xA) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (yB) the Person requesting such payment shall have paid any transfer and other taxes similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate 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 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 by this Article III, without interest, and any declared and unpaid dividends to Person in respect of which the holder of such Certificate is entitleddeduction 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 applicable Law.

Payment Procedures. Promptly after As promptly as practicable following the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of shares 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) or Book-Entry 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 shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Payment Agent of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 interest, and any declared and unpaid dividends to which II. No interest shall be paid or accrued on the holder cash payable upon the surrender or transfer of such Certificate is entitledor Uncertificated Share.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock 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 effective affidavits of loss in lieu thereofof 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 shares held in bookBook-entry formEntry Shares) 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 effective affidavits transfer of loss in lieu thereof) or a Book-Entry Shares Share for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (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 Bookheld in book-Entry Shareentry 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 (x1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y2) 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. Promptly (i) As soon as practicable after the Effective Time (Time, but in no event more than five business days thereafter)two Business Days after the Closing Date, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail deliver to each holder record holder, as of record 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 (ithe “Certificates”) or (B) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”) (other than Cancelled Shares 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 3.3) a letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits to the Exchange Agent or, in the case of loss in lieu thereof) or 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 shares held in book-entry formthe Closing) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or 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 Certificate (or effective affidavits share of loss in lieu thereof) or Book-Entry 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 Company Common Stock represented by the Paying Agent), the holder of such a Certificate or a Book-Entry Share who properly made and did not revoke a Mixed Election, a Cash Election or a Stock Election pursuant to 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 Book-Entry Share, (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), 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 is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that (x) the Certificate shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 declared and unpaid dividends fractional shares of Parent Common Stock payable pursuant to which the holder of such Certificate is entitledSection 3.5(h).

Payment Procedures. Promptly (i) As soon as reasonably practicable after Parent’s deposit of the Effective Time (but in no event more than five business days thereafter)Additional Merger Consideration portion of the Payment Fund pursuant to Section 2.4(a) hereof, the Surviving Corporation shall cause the Paying Agent to mail shall deliver: (A) to each holder of record of a certificate or certificates that, immediately prior to the Effective Time, represented outstanding shares of Company Common Stock (ieach, a “Certificate”), which holder’s shares of Company Common Stock were converted into the right to receive the Merger Consideration pursuant to Section 2.1: (x) 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent 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. ; 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Sharethe 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 this Article IIISection 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, without interesttogether with the Option Surrender Agreement, duly executed, and any declared and unpaid dividends to which 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 Certificate is entitledholder 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 Section 2.4, each 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. Promptly As soon as practicable after the Effective Time (but in no event more later than five the second business days day thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock as of immediately prior to the Effective Time (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify the Company), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry ShareShares, 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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, and any declared and unpaid dividends to into which the holder shares of Common Stock theretofore represented by such Certificate is entitledor Book-Entry Shares, as applicable, are convertible into pursuant to Section 2.01(c).

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, but in no event more than five business days thereafter)three (3) Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation shall to, cause the Paying Agent to mail deliver to each holder record holder, as of record 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 (ithe “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in bookBook-entry formEntry Shares) as Parent may reasonably specify and (iiagreed to by ▇▇▇▇▇▇ and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or 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 effective affidavits and delivery of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, 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 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 such Book-Entry Share, and . 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 is registeredrecord holder of such shares of Company Common Stock or Company Preferred Stock, as applicable, it shall be a condition of payment that (x) the Certificate shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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, and any declared and unpaid dividends to which the holder payable in respect of such Certificate is entitledshares of Company Common Stock or Company Preferred Stock, as 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 the Company and which remain unpaid at the Effective Time (including pursuant to Section 3.3(i), as applicable).

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five business days Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail deliver to each Person who was, immediately prior to the Effective Time, a holder of record a Share Certificate or Book-Entry Shares not 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 (iii) 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 shall pass, only upon delivery of the Share Certificates (or effective affidavits of loss in lieu thereofthereof in accordance with Section 2.02(d)) to the Paying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (y) instructions for use in effecting the surrender of the Share Certificates 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 shares held in book-entry form) 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 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Share Certificates or Book-Entry ShareShares, and the Certificate or Book-Entry 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 surrender of any Share Certificates or Book-Entry Shares for the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason benefit of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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, and any declared and unpaid dividends 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 of such Certificate is entitled.entitled to receive pursuant to this

Payment Procedures. Promptly after (i) As promptly as practicable (and in any event within two (2) business days) following the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record of a certificate that represented outstanding shares of Company Common Stock as of immediately prior to the Effective Time (ia “Certificate”), and each holder of record of uncertificated shares of Company Common Stock represented by book-entry shares (“Book-Entry Shares”) as of immediately prior to the Effective Time, (x) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereofthereof as provided in Section 3.7(g)) or 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 shares held in book-entry form) 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 of loss in lieu thereof) or Book-Entry Shares thereof as provided in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereofSection 3.7(g) or Book-Entry Shares 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 holders of the Certificates or Book-Entry Share, and Shares on any cash amounts payable upon the Certificate surrender of such Certificates or Book-Entry Share Shares pursuant to this Section 3.7. Until 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 is registeredsurrendered, it outstanding Certificates and Book-Entry Shares shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer deemed, from and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 interest, and any declared and unpaid dividends to which book entry on the holder stock ledger of such Certificate is entitledthe Company.

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days (5) Business Days thereafter), the Surviving Corporation shall cause the Paying Exchange Agent 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 and Book-Entry Shares, as applicable, to the Exchange Agent in accordance with Section 2.2) (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 shall pass, only upon proper delivery of the such Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent and the Company may reasonably specify agree and shall be prepared prior to Closing) 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 applicable Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Sharesurrendered, 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 (xA) the Certificate 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 (yB) the Person requesting such payment shall have paid any transfer and other 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 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, without interest, and (2) cash in lieu of any declared and unpaid dividends fractional shares of Parent Common Stock to which the such holder of is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such Certificate holder is entitledentitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time (but and in no event more later than five business days thereafterthree (3) Business Days after the Effective Time), Parent or 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 Company Common Stock Shares represented by certificates (ithe “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (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 shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 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 shares held in book-entry form) as Parent may and the Paying Agent shall reasonably specify agree upon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for 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 effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares for cancellation 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 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 Company Common Stock such Share formerly represented by such Certificate or Book-Entry ShareCertificates (subject to any required Tax withholdings as provided in Section 2.8(d)), 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 is registered, it shall be a condition precedent of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer transfer, and (y) the Person requesting such payment shall have paid any transfer and other taxes 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 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 Article IIIAgreement, without interestexcept for Certificates representing Dissenting Shares, which shall represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Canceled Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, no holder of non-certificated 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 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 any declared Parent shall cause the Paying Agent to pay and unpaid dividends deliver to which The Depository Trust Company or its nominee, for the benefit of the holder of such Certificate is entitledBook-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(d)) 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(d)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered immediately prior to the Effective Time. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting 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 Shares.

Payment Procedures. Promptly (i) As soon as reasonably practicable (and in any event within three (3) Business Days) after the Effective Time (but in no event more than five business days thereafter)Time, to the extent not previously delivered, the Surviving Corporation Company or the Surviving Partnership, as applicable, shall cause the Paying Agent to mail to each holder of record of Shares or Company Common Stock OP Units whose Shares or Company OP Units, as applicable, were converted into the Merger Consideration pursuant to Section 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 shall pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof as provided in this Section 2.03(c)(i)) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may agree. (ii) As soon as reasonably practicable after the date of delivery (or, if later, after the Effective Time) to 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” by the Paying Agent, or such other evidence, if any, of transfer as the Paying Agent may reasonably request), 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)) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor the applicable Merger Consideration in respect of the shares of Company Common Stock or Company Restricted Stock or Company OP Units formerly represented by such holder’s properly surrendered Certificate (or effective affidavit of loss in lieu thereof as provided in Section 2.03(c)(i)) or Book-Entry Shares. Any Share 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, accompanied by all documents required to evidence and which shall be effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. The Merger Consideration, paid in such form and shall have such other customary provisions (including customary provisions full with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (any Share 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed 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 Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 interest, and any declared and unpaid dividends to which the holder of such Certificate is entitledapplicable.

Payment Procedures. Promptly As promptly as practicable following the Effective Time, Parent and Merger Sub shall instruct the Exchange Agent to mail within three (3) Business Days after the Effective Time (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of shares 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry transfer of 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 shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for 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 shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate (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 effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent), 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 Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 III, without interest, II. Parent shall instruct the Exchange Agent to pay such Merger Consideration and any declared and unpaid dividends Fractional Share Cash Amount within five (5) Business Days following the later to which occur of (x) the holder Effective Time or (y) the Exchange Agent’s receipt of such Certificate is entitled(or affidavit of loss in lieu thereof) or “agent’s message”, and 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. Promptly after the Effective Time (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock (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 shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Common 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry 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 (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 Common Book- Entry Shares (less any required withholding taxes) and such Common Certificate or Common Book-Entry Share, and Shares shall then be cancelled. No interest shall be paid or accrued for the Certificate benefit of holders of the Common Certificates or Book-Common Book- Entry Share so surrendered shall forthwith be canceled. 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 (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person person requesting such payment shall have paid any transfer and other 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 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 any declared and unpaid dividends to which in accordance with the holder of such Certificate is entitledprocedures set forth in, this Article 3.

Payment Procedures. (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 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 (but in no event more than five business days thereafter)Time, the Surviving Corporation TPB shall cause the Paying Exchange Agent to mail to each holder the SDI Stockholders who were record holders of record shares of Company SDI Common Stock (i) that were converted into the right to receive a portion of the Stock Merger Consideration 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 SDI Book Entry Shares shall pass, only upon delivery of the such SDI Stock Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon upon surrender of a SDI Stock Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Share, 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 is registeredstock transfer books of SDI, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) 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 taxes Taxes required by reason of the such payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 by this Section 3.2, each Certificate of the date that is one (1) year after the Closing Date shall be deemed at any time after the Effective Time delivered to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interestTPB upon demand, and any declared 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 unpaid such other documents as may be reasonably required by the Exchange Agent or TPB in accordance with this Section 1.8 shall thereafter look only to TPB for satisfaction of their claims for a portion of 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), or any dividends or distributions with respect to which the holder shares of such Certificate is entitledTPB Common Stock. (g) No Party shall be liable to any SDI Stockholder or to any other Person with respect to any 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, escheat Law, Tax Law or other similar Law.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five business days three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record a Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) (other 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 (iB) 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, as applicable, shall pass, only upon delivery of the Certificates such Share Certificate (or effective affidavits of loss in lieu thereofthereof in accordance with Section 2.02(d)) or to the Paying Agent or, in the case of such 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 shares held in book-entry form) as Parent and the Company may reasonably specify agree prior to the Closing Date) and (iiy) instructions for use in effecting the surrender of the Certificates (such Share Certificate or effective affidavits of loss in lieu thereof) 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Share Certificates or Book-Entry ShareShares (after giving effect to any required Tax withholding as provided in Section 2.02(g)), and the Certificate Share 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 any declared the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and unpaid dividends 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 holder beneficial owners thereof are entitled to receive as a result of such 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 entitledregistered, 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. Promptly (i) As soon as reasonably practicable after the Effective Time (but Time, and in no any event more not later than five business days thereafter)the fifth Business Day following the Effective Time, Parent and the Surviving Corporation shall cause the Paying Agent to (x) mail to each holder of record of Company Common Stock Shares as of immediately prior to the Effective Time whose Shares were converted into the Merger Consideration pursuant to Section 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 shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof which are reasonably acceptable to Parent) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company shall reasonably determine) 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, 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 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation 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 Consideration, without interest, for each share holder of Company Common Stock formerly represented by such Certificate Certificates or Book-Entry ShareShares representing in excess of one percent (1%) of the Shares outstanding immediately prior to the Effective Time, a wire transfer of immediately available funds to an account designated by such holder, 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 (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 Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Merger Consideration is Company, a check for any cash to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition paid upon due surrender of payment that (x) the Certificate so surrendered shall may be properly endorsed paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent (or shall otherwise be in proper form for the case of Book-Entry Shares, upon adherence to the applicable procedures set forth in the letter of transmittal), accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (yas hereinafter defined) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered 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 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 any declared and unpaid dividends paid over to which 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 Certificate is entitleddeduction and withholding were made.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time (Time, but in no event more than five business days thereafter)two Business Days after the Closing Date, the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail deliver to each holder record holder, as of record 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 (ithe “Certificates”) or (B) shares of Company Common Stock represented by book-entry (“Book-Entry Shares”), in each case, which shares were converted into the right to receive the Merger Consideration 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits to the Exchange Agent or, in the case of loss in lieu thereof) or 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 shares held in book-entry formthe Closing) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 accrued for the benefit of holders of the Certificates or Book-Entry Share, and Shares on the Certificate Merger Consideration payable in respect of the Certificates 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 is registeredrecord holder of such shares of Company Common Stock, it shall be a condition of payment that (x) the Certificate shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 interest, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(h) and any declared and unpaid dividends or other distributions to which the such holder of such Certificate is entitledentitled pursuant to Section 3.3(g).

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five business days four Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record a Share Certificate or Book-Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) (other than a Share Certificate representing (A) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (iB) 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, as applicable, shall pass, only upon delivery of the Share Certificates (or effective affidavits of loss in lieu thereofthereof in accordance with Section 2.02(d)) or to the Paying Agent or, in the case of such 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 shares held in book-entry form) as Parent and the Company may reasonably specify agree prior to the Closing Date) and (iiy) instructions for use in effecting the surrender of the Share Certificates (or effective affidavits of loss in lieu thereof) 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Share Certificates or Book-Entry ShareShares, and the Certificate or Share Certificates and 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 any declared the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and unpaid dividends 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 is entitledhave 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. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five business days thereafter)(5) Business Days following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Company Common Stock Shares whose Shares were converted into the Merger Consideration pursuant to Section 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 shall pass, only upon delivery of Certificates to the Certificates (or effective affidavits Paying Agent and, in the case of loss in lieu thereof) or 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 shares held in book-entry form) 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 effective affidavits of loss in lieu thereof) 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 effective affidavits compliance with the reasonable procedures established by the Paying Agent for delivery of loss in lieu thereof) or Book-Entry Shares 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 holder’s properly surrendered Certificates or Book-Entry Share, and Shares multiplied by (y) the Certificate Merger Consideration. 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 Share so surrendered Shares. Parent and Merger Sub shall forthwith be canceled. If payment 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 not registered in the transfer records of the Merger Consideration is Company, a check for any cash to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition paid upon due surrender of payment that (x) the Certificate 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 (or in the case of Book-Entry Shares, accompanied by all documents (if any) required to evidence and (yeffect such transfer) the Person requesting such payment shall have paid any transfer and other taxes required in each case accompanied by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established 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 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 III, without interest, and any declared and unpaid dividends having been paid to which the holder of the Shares or holder of the Company Stock Options or Restricted Shares, in respect of which such Certificate is entitleddeduction and withholding were made.

Payment Procedures. (i) Promptly after the Effective Time (but and in no any event more than five business days within three Business Days thereafter), the Surviving Corporation Purchaser shall cause the Paying Agent to mail to each record holder as of record the Effective Time, of Company Common Stock (ix) an outstanding certificate or certificates which immediately prior to the Effective Time represented Shares (a Certificate) or (y) Shares represented by book-entry (Book Entry Shares), other than in respect of Excluded Shares: (1) a letter of transmittal (which shall specify in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to will pass, in the Certificates shall passcase of Certificates, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereofthereof as provided in Section 3.4(e)) or Book-Entry Shares to the Paying Agent, and which shall be or, in such form and shall have such other customary provisions the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal; and (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii2) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereofthereof as provided in Section 3.4(e)) or or, in the case of Book-Entry Shares Shares, the surrender of such Shares, in exchange for payment of the Merger Consideration. . (ii) Upon the proper surrender of a Certificate (or effective affidavits affidavit of loss in lieu thereof) or of a Book-Entry Shares for cancellation Share to the Paying Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions (executed, and such other customary documents as may reasonably be required requested by the Paying Agent), the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor cash in the Merger Consideration, without interest, for each share amount (after giving effect to any required tax withholdings as provided in Section 3.5) equal to (x) the number of Company Common Stock formerly Shares represented by such Certificate or Book-Entry ShareShare multiplied by (y) the Merger Consideration, and the Certificate or Book-Entry Share so surrendered shall will forthwith be canceled. cancelled. (iii) No interest will be paid to, or accrued for the benefit of, holders of the Certificates or Book-Entry Shares on any amount payable upon due surrender of the Certificates or Book-Entry Shares. (iv) In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (v) If payment of the Merger Consideration is to be made to a Person any 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 that: (x1) the Certificate or Book-Entry Share so surrendered shall be properly endorsed endorsed, with signature guaranteed, or shall be otherwise be in proper form for transfer and transfer; and (y2) the Person person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person 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 or Purchaser that such tax either has been paid or is not applicable. Until surrendered . (vi) The Paying Agent will accept Certificates upon compliance with such reasonable terms and conditions as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time Paying Agent may impose to represent only effect an orderly exchange of 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 entitledCertificates in accordance with normal exchange practices.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Common Stock Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) or 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 such other customary documents as may reasonably be required ii) receipt of an “agent’s message” by the Paying Agent)Agent (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request) in the 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 ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II, without interest, for each share of Company Common Stock formerly represented by such Certificate and the Certificates so surrendered or Book-Entry Share, and the Certificate or Book-Entry Share Shares so surrendered transferred shall forthwith be canceled. If payment The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration is payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate this Section 2.8. Until so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered transferred, outstanding Certificates 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 Book-Entry 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 interest, and any declared and unpaid dividends to which the holder of such Certificate is entitledII.

Payment Procedures. Promptly after the Effective Time (but in no event more than five (5) business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Company Common Stock Shares (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 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 shares held in book-entry form) as Parent and the Company prior to the Effective Time may reasonably specify agree) 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. 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 BookBook Entry-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a 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 (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes 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 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, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days Business Days thereafter), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record of Company Common Stock as of immediately prior to the 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 shall pass, only upon proper delivery of the such Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent and the Company may reasonably specify agree and (C) be prepared prior to the Effective Time) 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 ConsiderationConsideration to which such holder is entitled pursuant to this Agreement. Upon Following the Effective Time, upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 surrendered, any cash in lieu of fractional shares of Parent Common Stock to which the holder is entitled pursuant to Section 2.2(e), and any dividends or other distributions to which such Certificate holder is entitled pursuant to Section 2.2(c) (in each case, without interest), and any Certificates or Book-Entry Share, and the Certificate 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 (xA) the Certificate 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 (yB) the Person person requesting such payment shall have paid any transfer and other 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 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, without interest, and (2) cash in lieu of any declared and unpaid dividends fractional shares of Parent Common Stock to which the such holder of is entitled pursuant to Section 2.2(e) and (3) any dividends or other distributions to which such Certificate holder is entitledentitled pursuant to Section 2.2(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five business days thereafter)the second Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock Shares whose Shares were converted into the Merger Consideration pursuant to Section 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 thereof) or 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 shares held in book-entry form) as Parent and the Company may reasonably specify 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation 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 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 effective affidavits of loss in lieu thereof) or Book-Entry ShareShares 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, and a check for any cash to be paid upon due surrender of 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 is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes (yas defined in Section 3.14(b)) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered 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 declared 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 unpaid dividends paid over to which 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 Certificate is entitleddeduction and withholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five business days thereafter)the fifth Business Day following the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock Units whose Common Units were converted into the Merger Consideration pursuant to Section 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may and the ▇▇▇▇▇▇ Parties shall reasonably specify determine) 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 an effective affidavit of loss in lieu thereof) or Book-Entry Common Units to the Paying Agent together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificate or Book-Entry Common Units shall be entitled to receive in exchange therefor a check in an amount equal to the product of (x) the number of Common Units represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Common Units multiplied by (y) the Merger Consideration. No interest shall be paid or accrued for cancellation the benefit of holders of the Certificates or Book-Entry Common Units on the Merger Consideration payable in respect of the Certificates or Book-Entry 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 paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Units is presented to the Paying Agent, together with accompanied by all documents required to evidence and effect such letter of transmittaltransfer and to evidence that any applicable unit transfer or other Taxes have been paid or are not applicable. (iii) Parent, duly completed the Surviving Entity 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 Agent shall be entitled to receive in exchange therefor deduct and withhold from the Merger Consideration, without interest, for each share consideration otherwise payable under this Agreement to any holder of Company Common Stock formerly represented by Units such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is amounts as are required to be made withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of federal, state, local or foreign Tax Law with respect to a Person other than the Person in whose name making of such payment. To the surrendered Certificate is registeredextent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, it such withheld or deducted amounts shall be a condition treated for all purposes of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has this Agreement as having been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest, and any declared and unpaid dividends to which the holder of Common Units in respect of which such Certificate is entitleddeduction and withholding were made.

Payment Procedures. Promptly Parent and Merger Sub shall cause the Exchange Agent to mail within three (3) Business Days after the Effective Time (but in no event more than five business days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of shares 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry transfer of 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 shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of the Uncertificated Shares in exchange for 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 shares of Company Common Stock represented by a Certificate or Uncertificated Share, upon (x) surrender to the Exchange Agent of a Certificate (or effective affidavits of loss in lieu thereof), together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Exchange Agent, or (y) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Share Consideration (any dividends or other distributions payable pursuant to Section 2.06(e)) payable in respect thereof pursuant to the provisions of this ARTICLE 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 Book-Entry Shares in exchange for payment of “agent’s message”, and the Merger Consideration. Upon surrender of a Certificate (or effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares for cancellation to Uncertificated Share so surrendered shall be forthwith cancelled. No interest shall be paid or accrued on the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with cash payable upon the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder surrender or transfer 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 Book-Entry Uncertificated 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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. Promptly after the Effective Time (a) Promptly, but in no event more later than five business days thereafter)two (2) Business Days, after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to mail to each holder of 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 1.8 (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (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 shares held in book-entry form) 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 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry ShareCertificate, 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 is registered, then it shall be a condition to the payment of payment such Merger Consideration that (xi) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (yii) the Person requesting such payment shall have (A) paid any transfer and other 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 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 shall be deemed at any time after the Effective Time to represent only the right to receive Payment of the Merger Consideration as contemplated by this Article III, without interest, and any declared and unpaid dividends with respect to which Book-Entry Shares shall only be payable to the holder of Person in whose name such Certificate is entitledBook-Entry Shares are registered.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail be mailed to each holder of 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 (iii) shares of Company Common Stock represented by book-entry (“each, a “Book-Entry Share”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (x) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits to the Payment Agent or, in the case of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or and Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 and the Certificates and Book-Entry Share, and the Certificate or 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate 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 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, Certificates and any declared and unpaid dividends to which the holder of such Certificate is entitledBook-Entry Shares.

Payment Procedures. Promptly (a) As soon as practicable after the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of 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”): (i) a letter of transmittal (which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates or Book Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and which letter 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 shares held in book-entry form) as Parent may shall reasonably specify specify; and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment such holder’s applicable portion of the Merger Cash Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) ), or in the case of Book-Entry Shares 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 the Cash Consideration and the Certificates or Book-Entry Share, and the Certificate 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 declared and unpaid dividends to which the holder of such Certificate is entitledapplicable stock transfer taxes have been paid.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but Time, and in no any event more not later than five business days thereafter)the third Business Day following the Closing Date, Parent and the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder of record record, as of Company the Effective Time, of a certificate or certificates that immediately prior to the Effective Time represented outstanding Common Stock Shares (ithe "Certificates") or non-certificated outstanding Common Shares represented by book-entry ("Book-Entry Shares"), (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or 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, together with a letter of transmittal duly completed and which validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor, and the Paying Agent shall promptly distribute to such form and shall have holder, a check in an amount equal to the product of (x) the number of Common Shares represented by such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the holder's properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of and (y) the Merger Consideration. Upon No interest will be paid or accrued on any amount payable upon due surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Common Shares that is not registered in the transfer records of the Company, a check for cancellation any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the Paying Agent, together with accompanied by all documents required to evidence and effect such letter of transmittaltransfer and to evidence that any applicable stock transfer Taxes have been paid. (iii) Notwithstanding any other provision in this Agreement, duly completed Parent, Merger Sub, the Surviving Corporation 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 Agent shall be entitled to receive in exchange therefor deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger Consideration, without interest, for each share or otherwise) to any holder of Company Common Stock formerly represented by Shares such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is amounts as are required to be made withheld or deducted under the Code or any provision of any applicable Law relating to a Person other than Taxes with respect to the Person in whose name making of such payment. To the surrendered Certificate is registeredextent that any amounts are so withheld or deducted, it such withheld or deducted amounts shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established over to the reasonable satisfaction applicable Governmental Entity in accordance with applicable Law and treated for all purposes of the Surviving Corporation that such tax either has this Agreement as having been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest, and any declared and unpaid dividends to which the holder of the Shares in respect of which such Certificate is entitleddeduction and withholding was made.

Payment Procedures. (i) Promptly after the Effective Time (but in no event more than five business days (5) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates (or evidence of Book-Entry Shares) whose shares of Company Common Stock were converted pursuant to Section 2.7(c) into the right to receive the Merger Consideration (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 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 's message” " with respect to shares held in bookBook-entry formEntry Shares) as Parent and the Company may reasonably specify 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. Upon surrender of a Certificate (for cancellation or effective affidavits surrender of loss in lieu thereof) or Book-Entry Shares for cancellation Shares, in each case, 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 Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each Book-Entry Share or share of Company Common Stock formerly represented by such Certificate or Book-Entry ShareCertificate, and the Certificate or Book-Entry Share so surrendered surrendered, if applicable, 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-Entry Share is registered, it shall be a condition of payment that (x) in the case of a Certificate, the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) in the case of both a Certificate or a Book-Entry Share, the Person requesting such payment shall have paid any transfer and other taxes Taxes (as defined below) 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 Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.22.8, 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 Consideration, without interest, as contemplated by this Article III2. (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 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 the product of (x) the number of shares of Company Common Stock held of record by DTC or such nominee immediately prior to the Effective Time and (y) the Merger Consideration (such amount, the "DTC Payment"), and any declared and unpaid dividends (ii) if the Closing occurs after 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to which DTC or its nominee on the holder of such Certificate is entitledfirst (1st) Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Payment Procedures. Promptly after the Effective Time Time, and in any event within three (but in no event more than five business days 3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, as of immediately prior to the Effective Time, a holder of record of Company Common Stock (other than the Company Common Stock to be canceled in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (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 regarding delivery of an “agent’s message” with respect to shares held in book-entry formBook Entry Shares) as Parent and the Company may reasonably specify agree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon (A) surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 (B) 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 Book-Book Entry Share, and the Certificate or Book-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 (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other 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 3.22.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest, and any declared and unpaid dividends to which the holder of such Certificate is entitledII.

Payment Procedures. Promptly after the Effective Time (Promptly, but in no event more later than five business days thereafter)three (3) Business Days, after the Surviving Corporation Effective Time, Parent shall cause the Paying Agent to mail to each holder of record of a Certificate or Book-Entry Shares 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 (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 effective affidavits of loss in lieu thereof) or 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 shares held in book-entry formtransmittal) as Parent may reasonably specify 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. 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 effective affidavits an “agent’s message” in respect of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry ShareShares, 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 is registered, then it shall be a condition to the payment of payment such Merger Consideration that (xi) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (yii) the Person requesting such payment shall have (A) paid any transfer and other 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 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 shall be deemed at any time after the Effective Time to represent only the right to receive Payment of the Merger Consideration as contemplated by this Article III, without interest, and any declared and unpaid dividends with respect to which Book-Entry Shares shall only be payable to the holder of Person in whose name such Certificate is entitledBook-Entry Shares are registered.

Payment Procedures. Promptly (i) As promptly as reasonably practicable after the Effective Time (but in no any event more than five business days thereafterwithin three (3) Business Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of (i) a Certificate or Certificates or Book-Entry Shares that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (iother than Excluded Shares and Vested Restricted Stock), (ii) outstanding shares of Series A Preferred Stock (other than Excluded Shares), and (iii) Company Warrants (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, Book-Entry Shares or Company Warrants shall passpass to the Paying Agent, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Certificates, Book-Entry Shares or Company Warrants to the Paying Agent, and which letter shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify specify) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Certificates, Book-Entry Shares or Company Warrants in exchange for payment of the applicable Merger ConsiderationConsideration to which the holder thereof is entitled pursuant to this Agreement. Upon surrender delivery of a Certificate (or effective affidavits of loss in lieu thereof) or any Certificate, Book-Entry Shares for cancellation or Company Warrant to the Paying AgentAgent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed and 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 holder of such Certificate or Certificate, Book-Entry Share Shares or Company Warrant shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share amount of cash payable in respect of the shares of Company Common Stock formerly or Series A Preferred Stock, as applicable, previously represented by such Certificate or Book-Entry Share, and Shares pursuant to the Certificate provisions of this Article II or Book-Entry Share so surrendered shall forthwith be canceled. If payment the amount of cash payable in respect of the Merger Consideration Company Warrants pursuant to the provisions of this Article II. In the event of a transfer of ownership of Company Common Stock or Series A Preferred Stock that is to not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered Certificate is registered, it shall be a condition of payment that (x) the if such Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid pay any transfer and or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established establish to the reasonable satisfaction of the Surviving Corporation Parent that such tax either Tax has been paid or is not applicable. (ii) At the Effective Time, Parent shall deposit or cause to be deposited with the Company cash in U.S. dollars equal to the aggregate Closing Option Merger Consideration. Until surrendered At the Effective Time, Parent shall also deposit or cause to be deposited with the Company cash in U.S. dollars equal to that portion of the aggregate Common Stock Merger Consideration that is payable to holders of Vested Restricted Stock (such portion of the Common Stock Merger Consideration, the “Restricted Stock Consideration”). The Company shall pay the holders of Company Stock Options the cash payments described in Section 2.1(e) as contemplated by this Section 3.2, each Certificate shall be deemed at any time soon as reasonably practicable after the Effective Time Time, but in any event within five (5) Business Days following the Effective Time. The Company shall pay to represent only each holder of any shares of Vested Restricted Stock the right to receive the Stock Merger Consideration payable in respect thereof as contemplated by described in Section 2.1(c) as soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days following the Effective Time. Any payment made pursuant to this Article III, without interest, and any declared and unpaid dividends Section 2.1(j)(ii) to which the holder of such Certificate is entitledany Company Stock Option or share of Vested Restricted Stock shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws and (iii) any other applicable Laws.

Payment Procedures. Promptly (i) Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to pay the Company Stockholders that are entitled to receive the Closing Amount pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) and to pay the holders of Company Preferred Stock that are entitled to receive the Preferred Closing Consideration in respect thereof in accordance with this Article III, in each case, in compliance with the terms of this Agreement. (ii) As soon as practicable after the Effective Time (but and in no event more later than five business days thereafterthree (3) Business Days after the Effective Time), Parent or 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 Company Common Shares or shares of Company Preferred Stock represented by certificates (ithe “Certificates”) that is entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i) or Preferred Closing Consideration pursuant to Section 3.7(i), as applicable: (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 shall pass, only upon delivery of the Certificates to the Paying Agent (or effective affidavits of loss in lieu thereof) thereof in accordance with Section 3.10), shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or Book-Entry related to such holder’s ownership of Company Shares to the Paying Agentor Company Preferred Stock, as applicable, and which shall otherwise be in such form as Parent, the Company and the Paying Agent shall have such other customary provisions reasonably agree upon (including customary provisions with respect to delivery a “Letter of an “agent’s message” with respect to shares held in book-entry formTransmittal”) as Parent may reasonably specify 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 or Preferred Closing Consideration, as applicable, 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 effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares for cancellation 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 such Certificate or Book-Entry Share Certificates shall be entitled to receive in exchange therefor the Merger Consideration or the Preferred Closing Consideration, without interestas applicable, for each Company Share or share of Company Common Preferred Stock formerly represented by such Certificate or Book-Entry ShareCertificates (subject to any required Tax withholdings as provided in Section 3.8(e)), and the any Certificate or Book-Entry Share so surrendered shall forthwith be canceled. 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableCertificates. 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 or the Preferred Closing Consideration, as applicable, as contemplated by this Article IIIAgreement, without interestexcept 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. (iii) Each holder of record of one (1) or more non-certificated Company Shares or shares of Company Preferred Stock represented by book-entry (“Book-Entry Shares”) held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares or shares of Company Preferred Stock 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 any declared Parent shall cause the Paying Agent to pay and unpaid dividends deliver to which The Depository Trust Company or its nominee, for the benefit of the holder of such Certificate is entitledBook-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 or Preferred Closing Consideration, as applicable, for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(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 or Preferred Closing Consideration, as applicable, 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 or Preferred Closing Consideration, as applicable, for each such 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. Payment of the Merger Consideration or Preferred Closing Consideration, as applicable, 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 or Preferred Closing Consideration, as applicable, as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in accordance with and to the extent provided by Section 262 of the DGCL, or Canceled Company Shares.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than five three business days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each person who was, at the Effective Time, a holder of record of Company Common Stock (other than the Company Common Stock to be canceled or converted in accordance with Section 2.01(b)) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, only upon delivery of the 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 regarding delivery of an “agent’s message” with respect to shares held in book-entry formBook Entry Shares) as Parent and the Company may reasonably specify agree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Book Entry Shares in exchange for payment of the Merger ConsiderationConsideration as provided in Section 2.01(c). Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-a Book Entry Shares 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), 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 Book-Book Entry Share, and the Certificate or Book-Book Entry Share so surrendered shall forthwith be canceled. 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 (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person 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 3.22.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article IIIII, without interest, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. Promptly after following the Effective Time (but in no event more later than five business days (5) Business Days thereafter), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Common Stock Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Common Shares (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 shall pass, only upon delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) or 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 ConsiderationConsideration payable in respect thereof pursuant to the provisions of this Article II, without interest, for each share of Company Common Stock formerly represented by such Certificate and the Certificates so surrendered or Book-Entry Share, and the Certificate Shares so transferred shall forthwith be cancelled. The Payment Agent shall accept such Certificates or Book-Entry Share so surrendered 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 forthwith be canceled. If payment paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration is payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate this Section 2.7. Until so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered transferred, outstanding Certificates 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 Book-Entry 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 interest, and any declared and unpaid dividends to which the holder of such Certificate is entitledII.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second (but in no event more than five business days thereafter)2nd) Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock Shares represented by Certificates whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 3.1, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent and the Company may mutually reasonably specify 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. . (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may 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 represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and (y) the Merger Consideration. As soon as reasonably practicable after the later to occur of (i) the Effective Time, and (ii) to the extent required by the Paying Agent, 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), Parent shall cause the Paying Agent to issue and deliver to each holder of Book-Entry Shares a check or wire transfer for an amount in cash equal to the product of (x) the number of Shares that are represented by such holder’s Book-Entry Shares and (y) the Merger Consideration, in each case, without interest, for each share of Company Common Stock formerly represented by such holder being required to deliver a Certificate or an executed letter of transmittal to the Paying Agent, and such Book-Entry Share, and the Certificate Shares shall then be cancelled. 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 cancellation of Book-Entry Share so surrendered shall forthwith be canceledShares. If In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration is upon due surrender of a Certificate may be paid to be made to such a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) transferee if the Certificate so surrendered shall be properly endorsed or shall otherwise be formerly representing such Shares is presented to the Paying Agent in proper form for transfer, accompanied by all documents required to evidence and effect such transfer and (y) the Person requesting such payment shall to evidence that any applicable stock transfer Taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is are not applicable. (iii) The Paying Agent, the Company, Parent and Merger Sub (and their respective Affiliates or agents), as applicable, and any other applicable withholding agent (without duplication) shall be entitled to deduct and withhold (or cause to be deducted and withheld) from any amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of applicable U.S. state or local or non-U.S. Tax Law with respect to the making of such payment. Until surrendered To the extent that such amounts are so deducted or withheld and paid over to the relevant Governmental Entity within the time and in the manner required by applicable Law, such deducted or withheld amounts shall be treated for all purposes of this Agreement as having been paid to the Person in respect of which such deduction or withholding was made. Notwithstanding anything to the contrary, any compensatory amounts payable to any current or former employee of the Company or any of its Subsidiaries pursuant to or as contemplated by this Section 3.2, each Certificate Agreement shall be deemed remitted to the applicable payor for payment to the applicable Person through regular payroll procedures, as applicable, or, at the election of the Company, through a payroll agent, in either case subject to 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 entitledrequired deductions or withholdings.

Payment Procedures. Promptly after the Effective Time (but in no ------------------ event more than five ten (10) business days thereafter), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "Certificate" and collectively, the "Certificates") which ----------- ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) 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 in exchange for payment of the Merger ConsiderationConsideration payable in respect of such Certificates and any dividends and other distributions to which the holder of such Certificates is entitled pursuant to Section 2.11 hereof. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares ------------ Certificates for cancellation to the Paying AgentExchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of each such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect of the Company Common Stock formerly Shares represented by such Certificate or Book-Entry Shareand any dividends and other distributions to which the holder of such Certificates is entitled pursuant to Section 2.11 hereof, and the Certificate or Book-Entry Share so surrendered ------------ shall forthwith be canceledcancelled. If payment The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Merger Consideration is to be made to a Person other than Certificates on the Person in whose name cash payable upon the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered or shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 3.2so surrendered, each Certificate outstanding ----------- Certificates shall be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect of the Company Shares formerly represented thereby pursuant to the terms of this Article III, without interest, II and ---------- any declared dividends and unpaid dividends other distributions to which the holder of such Certificate Certificates is entitled.entitled pursuant to Section 2.11 hereof. ------------

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, but in no event more than five business days thereafter)(5) Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation shall to, cause the Paying Agent to mail deliver to each holder record holder, as of record of Company Common Stock immediately prior to the Effective Time, (iA) an outstanding certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) or (B) Shares represented by book-entry (“Book- Entry 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits to the Paying Agent or, in the case of loss in lieu thereof) or 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 shares held in book-entry formthe Closing) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying AgentShares, together with such letter delivery of transmittal, a 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 Agent), 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 payable in respect of Company Common Stock the number of shares formerly represented evidenced by such Certificate or such Book-Entry Share, and . 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 is registeredrecord holder of such Shares, it shall be a condition of payment that (x) the Certificate shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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, and any declared and unpaid dividends to which the holder payable in respect of such Certificate is entitledShares, 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 the Company and which remain unpaid at the Effective Time.

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates (and each holder of Book-Entry Shares) whose shares of Company Common Stock were converted pursuant to Section 3.1(c) into the right to receive the Merger Consideration (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 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 representations and warranties of the applicable holder and customary provisions with respect to delivery of an “agent’s message” with respect to shares held in bookBook-entry formEntry Shares) 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 (Certificates for cancellation or effective affidavits surrender of loss in lieu thereof) or Book-Entry Shares for cancellation Shares, in each case, 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 Certificates or Book-Entry Share Shares shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each Book-Entry Share or share of Company Common Stock formerly represented by such Certificate or Book-Entry ShareCertificates, and the Certificate or Book-Entry Share Certificates so surrendered surrendered, if applicable, 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-Entry Share is registered, it shall be a condition of payment that (xi) in the case of a Certificate, the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (yii) in the case of both a Certificate or a Book-Entry Share, the Person requesting such payment shall have paid any transfer and other 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 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, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five business days four Business Days thereafter), to the extent required by the Paying Agent, Parent and the Surviving Corporation shall cause direct the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record a Share Certificate or Book‑Entry Shares not held, directly or indirectly, through The Depository Trust Company (“DTC”) (other than a Share Certificate representing (A) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (iB) 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 such Book‑Entry Shares, as applicable, shall pass, only upon delivery of the Share Certificates (or effective affidavits of loss in lieu thereofthereof in accordance with Section 2.02(d)) or 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 shares held in book-entry form) as Parent and the Company may reasonably specify agree prior to the Closing Date) and (iiy) instructions for use in effecting the surrender of the Share Certificates (or effective affidavits of loss in lieu thereof) 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 letter of transmittal (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to 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 Book-Entry ShareBook‑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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 2.07) 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 any declared the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and unpaid dividends 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 is entitledhave 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. (i) Promptly after the Effective Time (but and in no any event more not later than five the third business days thereafter)day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder Record Holder, as of record the Effective Time, of Company Common Stock (i) an outstanding Certificate or outstanding Certificates that immediately prior to the Effective Time represented outstanding Shares, which have converted into the right to receive the Per Share Merger Consideration 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 shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify and (ii) reasonable 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 ConsiderationCertificates. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 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 (“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 benefit of holders of the Certificates or Book-Entry Share, and Shares on the Certificate Per Share Merger Consideration payable in respect of the Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares. 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 is registered, it shall be a condition of payment that (x) the such Certificate 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 (y) that the Person requesting such payment shall have paid any transfer and other 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 (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 any declared and unpaid dividends (ii) if the Closing occurs after 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to which DTC or its nominees on the holder of such Certificate is entitledfirst business day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Payment Procedures. Promptly (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 practicable after the Effective Time (but in no event more than five business days thereafter)Agreement Date, the Surviving Corporation Purchaser shall cause the Paying Agent to mail 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 record of Company Common Restricted Stock (i) a letter of transmittal (which shall specify that delivery shall be effectedrespectively, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting a Warrant Cancellation Agreement to the surrender Warrantholder. Such documentation shall advise the Stockholders and the Warrantholder of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment anticipated closing of the Merger Consideration. Upon surrender 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 a Certificate the Transmittal Letter (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation with all other documentation required to be delivered pursuant to the Paying AgentTransmittal Letter) and (ii) with respect to the Warrantholder, together 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 letter of transmittalholder, duly completed and validly executed shall be paid to the Surviving Corporation for distribution to such holder in accordance with the instructions 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 other customary documents as may reasonably be required by Stockholder, the Paying AgentAgent shall deliver to such holder, in accordance with the terms of such holder’s Transmittal Letter (in the case 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 Book-Entry Share, 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 is registeredregistered on the stock transfer books of the Company, it shall be a condition of payment that (x) the holder of such Certificate so surrendered shall be properly endorsed has provided such documentation evidencing such transfer in a manner reasonably requested by the Paying Agent or shall otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have signed the Transmittal Letter and paid any all transfer and other 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 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 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 this Article IIIthe holder thereof in a form acceptable to the Purchaser and the Paying Agent, without interestthe 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 Agreement, none of the Purchaser, the Surviving Corporation, the Paying Agent, the Representative Group nor any declared 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 unpaid dividends 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 which 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 Certificate is entitledRestricted 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. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five business days Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail deliver to each Person who was, immediately prior to the Effective Time, a holder of record a Share Certificate or Book-Entry Shares not 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 (iii) 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 shall pass, only upon delivery of the Share Certificates (or effective affidavits of loss in lieu thereofthereof in accordance with Section 2.02.d)) to the Paying Agent or, in the case of such Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (y) instructions for use in effecting the surrender of the Share Certificates 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 shares held in book-entry form) 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 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Share Certificates or Book-Entry ShareShares, and the Certificate or Book-Entry 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 surrender of any Share Certificates or Book-Entry Shares for the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason benefit of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 any declared the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and unpaid dividends 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 holder beneficial owners thereof are entitled to receive as a result of such 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 entitledregistered, 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. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, but in no event more than five business days thereafter)three (3) Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation shall to, cause the Paying Agent to mail deliver to each holder record holder, as of record 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 (ithe “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock, as applicable, represented by book- entry (“Book-Entry 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in bookBook-entry formEntry Shares) as and agreed to by Parent may reasonably specify and (iithe Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or 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 effective affidavits and delivery of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, 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 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 such Book-Entry Share, and . 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 is registeredrecord holder of such shares of Company Common Stock or Company Preferred Stock, as applicable, it shall be a condition of payment that (x) the Certificate shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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, and any declared and unpaid dividends to which the holder payable in respect of such Certificate is entitledshares of Company Common Stock or Company Preferred Stock, as 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 the Company and which remain unpaid at the Effective Time (including pursuant to Section 3.3(i), as applicable).

Payment Procedures. (i) Promptly after the Effective Time (but and in no any event more not later than five business days thereafter)the second Business Day following the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail be mailed to each holder record holder, as of record the Effective Time, of Company Common Stock (iShares that have converted pursuant to Section 3.1(a) into the right to receive the applicable Merger Consideration with respect thereto a letter of transmittal in customary form containing instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares (which the “Letter of Transmittal”). The Letter of Transmittal shall specify that delivery of Shares shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) or the Book-Entry Shares with respect to such 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate (or effective affidavits of loss representing any Shares that have been converted in lieu thereof) or Book-Entry Shares for cancellation the right to the Paying Agentreceive Merger Consideration pursuant to Section 3.1(a), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by thereto, Parent shall cause the Paying Agent), Agent to deliver to the record holder of such Certificate a check or Book-Entry Share shall be entitled to receive in exchange therefor wire transfer for the amount of applicable Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented by such Certificate, and such Certificate shall then be canceled. (iii) Upon receipt by Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to any Book-Entry Shares representing any Shares that have been converted in the right to receive Merger Consideration pursuant to Section 3.1(a), Parent shall cause the Paying Agent to deliver to the record holder of such Book‑Entry Shares a check or wire transfer for the amount of Merger Consideration that such record 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. (iv) No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If if payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the such Certificate 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 (y) that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such 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 3.2, each Certificate shall be deemed at any time . (v) Promptly after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interestTime, and in any declared event, not later than the first Business Day after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation an amount, in cash, sufficient to make all payments pursuant to Section 3.3, and unpaid dividends Parent shall cause, promptly after the receipt of such payment by the Surviving Corporation, and in any event no later than ten Business Days following the Closing Date, each RSU Holder to which be paid through a payroll or other appropriate account of the Surviving Corporation or any its Affiliates an amount equal to the RSU Merger Consideration, less withholdings for any applicable Taxes. (vi) Promptly after the Effective Time, and in any event, not later than the first Business Day after the Effective Time, the Paying Agent shall pay to each holder of any Warrants an amount equal to: (A) the Warrant Merger Consideration; multiplied by (B) the number of Warrants held by such Certificate is entitledholder.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time Time, and in any event within three (but in no event more than five business days thereafter)3) Business Days following the Effective Time, the Surviving Corporation (A) Parent shall cause the Paying Agent to mail deliver to each holder record holder, as of record the Effective Time, of an outstanding certificate or certificates which immediately prior to the Effective Time represented shares of Company Common Stock (ithe “Certificates”) or shares of Company Common Stock represented by book-entry (“Book-Entry 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 shall pass, only upon proper delivery of the Certificates (to the Paying Agent or effective affidavits the Surviving Corporation, as applicable, or, in the case of loss in lieu thereof) or Book-Entry Shares Shares, upon adherence to the Paying Agentprocedures set forth in the Letter of Transmittal, and (which shall be substantially in such the form of Exhibit C) and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.06(b)(i) and (B) the Surviving Corporation shall deliver to each holder of a Company Stock Option as of the Effective Time, (x) an Option Surrender Agreement, and (y) 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 or the Surviving Corporation, as applicable, of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 therefor, and Parent shall cause the Paying Agent or the Surviving Corporation, as applicable, to pay such holder, the Merger Consideration, without interest, Consideration for each share of Company Common Stock and Restricted Company Common Stock formerly represented by such Certificate or Book-Entry Share, Shares and the such Certificate or Book-Entry Share so surrendered Shares 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate 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 3.22.10(b)(ii), each Certificate 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 III2. (iii) Upon delivery of the Option Surrender Agreement, without interestduly executed, and any declared and unpaid dividends to which the holder of the Company Stock Option shall be entitled to receive promptly and, in any event, within five (5) Business Days after the later of the Effective Time or the delivery of the Option Surrender Agreement in exchange therefor, and Parent shall cause the Surviving Corporation to pay to such Certificate holder through the Surviving Corporation’s payroll (or to the extent the holder is entitlednot then an employee, by check drawn on a Company account), the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.08, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 2.10(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 as contemplated by this Article 2.

Payment Procedures. (i) Promptly after the Effective Time (but and in no any event more not later than five the third business days thereafter)day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to mail be mailed to each holder Record Holder, as of record the Effective Time, of Company Common Stock (i) an outstanding Certificate or outstanding Certificates that immediately prior to the Effective Time represented outstanding Shares, which have converted into the right to receive the Per Share Merger Consideration 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 shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may reasonably specify and (ii) reasonable 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 ConsiderationCertificates. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 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 (“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 benefit of holders of the Certificates or Book-Entry Share, and Shares on the Certificate Per Share Merger Consideration payable in respect of the Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares. 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 is registered, it shall be a condition of payment that (x) the such Certificate 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 (y) that the Person requesting such payment shall have paid any transfer and other 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 (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 any declared and unpaid dividends (ii) if the Closing occurs after 10:30 a.m. (Houston time) on the Closing Date, the Paying Agent will transmit to which DTC or its nominees on the holder of such Certificate is entitledfirst business day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five business days thereafter)the third Business Day following the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock Units whose Units were converted into the Merger Consideration pursuant to Section 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Units, upon adherence to the procedures set forth in the Letter of Transmittal, and shall be in such customary form and have such other provisions as Parent and the Partnership Parties (acting through the Special Committee) shall reasonably determine) and (B) instructions for use in surrendering Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Units in exchange for the Merger Consideration. (ii) Upon surrender of a Certificate (or an effective affidavit of loss in lieu thereof) or Book-Entry Units to the Paying Agent, and which accompanied by a properly completed Letter of Transmittal, the holder of such Certificate or Book-Entry Units shall be entitled to receive promptly after the Effective Time but in any event within ten (10) Business Days after such form and shall have surrender a check in an amount equal to the product of (x) the number of Units represented by such other customary provisions (including customary provisions with respect to delivery of an “agentholder’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of Units multiplied by (y) the Merger Consideration. Upon surrender No interest shall be paid or accrued for the benefit of a Certificate (or effective affidavits holders of loss in lieu thereof) the Certificates or Book-Entry Shares Units on the Merger Consideration payable in respect of the Certificates or Book-Entry Units. In the event of a transfer of ownership of Units that is not registered in the unit transfer register of the Partnership, a check for cancellation any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Units is presented to the Paying Agent, together with accompanied by all documents required to evidence and effect such letter of transmittaltransfer and to evidence that any applicable unit transfer or other Taxes have been paid or are not applicable. (iii) Parent, duly completed the Surviving Entity 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 Agent shall be entitled to receive in exchange therefor deduct and withhold from the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by consideration otherwise payable under this Agreement to any Unitholder such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is amounts as are required to be made withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of federal, state, local or foreign Tax Law with respect to a Person other than the Person in whose name making of such payment. To the surrendered Certificate is registeredextent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, it such withheld or deducted amounts shall be a condition treated for all purposes of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have this Agreement as having been paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction Unitholder in respect of the Surviving Corporation that which such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest, deduction and any declared and unpaid dividends to which the holder of such Certificate is entitledwithholding were made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Company Common Stock Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, Agent and which otherwise shall be in such form and shall have such other customary provisions as Parent and the Company may mutually agree) (including customary provisions provided that if the Paying Agent does not customarily require a letter of transmittal with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify shares, no letter of transmittal shall be required to be mailed to such holders), 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. . (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or delivery of an “agent’s message” in respect of Book-Entry Shares to the Paying Agent together with such letter of transmittal (if required), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount in cash in U.S. dollars equal to the product of (x) the number of Shares formerly represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation multiplied by (y) the Merger Consideration, subject to the Paying Agent, together with such letter all required Tax withholding as provided in Section 2.2(b)(iii). No interest will be paid or accrued on any amount payable upon due surrender 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 Certificates or Book-Entry Share shall be entitled to receive Shares. In the event that any transfer or other similar Taxes become payable by reason of a transfer of ownership of Shares that is not registered in exchange therefor the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment transfer records of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registeredCompany, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason because of the payment of the Merger Consideration to a Person in any name other than that of the registered holder holder, cash in U.S. dollars to be paid upon due surrender of such the Certificate surrendered or shall have established may be paid to the reasonable satisfaction holder or transferee with respect to such Shares 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 such Taxes have been paid or are not applicable. (iii) Each of the Paying Agent, the Company and the Surviving Corporation (without duplication) shall be entitled to deduct and withhold from amounts otherwise payable under this Agreement, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such tax either has withheld or deducted amounts shall be 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 shall be deemed at any time after to the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest, person in respect of which such deduction and any declared and unpaid dividends to which the holder of such Certificate is entitledwithholding was made.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (Time, but in no event more than five business days thereafter)three (3) Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation shall to, cause the Paying Agent to mail deliver to each holder record holder, as of record 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 (ithe “Certificates”) or (B) shares of Company Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in bookBook-entry formEntry Shares) as Parent may reasonably specify and (iiagreed to by P▇▇▇▇▇ and the Company prior to the Closing) and instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or 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 effective affidavits and delivery of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, 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 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 such Book-Entry Share, and . 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 is registeredrecord holder of such shares of Company Common Stock or Company Preferred Stock, as applicable, it shall be a condition of payment that (x) the Certificate shares so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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, and any declared and unpaid dividends to which the holder payable in respect of such Certificate is entitledshares of Company Common Stock or Company Preferred Stock, as 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 the Company and which remain unpaid at the Effective Time (including pursuant to Section 3.3(i), as applicable).

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days four (4) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of 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 shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereofof such Certificates) 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 shares held in book-entry form) as Parent may reasonably specify and specify), (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 ConsiderationConsideration and (iii) a certificate or declaration in customary form to be used to confirm the status of a holder of the Company Common Stock as an Israeli Resident (within the meaning of the Israeli Tax Ordinance) or foreign resident, if applicable. Upon surrender of a Certificate (or effective affidavits upon receipt of loss an agent’s message in lieu thereof) or the case of a Book-Entry Shares Share) for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (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 Bookheld in book-Entry Shareentry 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 (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration 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 3.22.2, each Certificate or Book-Entry Share (other than Certificates or Book-Entry Shares to be canceled in accordance with Section 2.1(b) and, for the avoidance of doubt, Rollover Shares) 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 of the Merger Consideration to holders of shares of Company Common Stock traded on the Tel-Aviv Stock Exchange (“TASE”) shall be remitted by the Paying Agent to the Company’s nominee company and any declared the TASE Clearing House. The Surviving Corporation shall provide the TASE Clearing House and unpaid dividends the nominee company with the information and documentation required to which the holder of process such Certificate is entitledpayments.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (Time, but in any event no event more later than five business days thereafter)(5) Business Days following the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (iA) a letter of transmittal (which shall be in customary form for a company incorporated in the British Virgin Islands reasonably acceptable to Parent and the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the 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 shares held in book-entry form) as Parent may reasonably specify and (iiB) instructions for use in effecting the surrender of share certificates, if any, representing the Certificates Shares (the “Certificates”) pursuant to such letter of transmittal (or effective affidavits and indemnities of loss in lieu thereof) of the Certificates as provided in Section 3.02(g)). Promptly after a Dissenting Shareholder has effectively withdrawn or Book-Entry Shares in exchange for lost his, her or its rights to dissent from the Merger and to receive payment of the Merger Considerationfair value of its Dissenting Shares under the BVI Companies Act, the Parent shall cause the Paying Agent to mail to such Dissenting Shareholder such letter of transmittal and instructions. Upon As soon as practicable after the Effective Time, Parent shall also cause the Paying Agent to deliver to the Surviving Corporation a cash amount in immediately available funds sufficient to make the payments described under Section 3.03 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) Subject to the surrender to the Paying Agent (where applicable) of a an issued Certificate (or effective affidavits and indemnities of loss in lieu thereofof the Certificates as provided in Section 3.02(g)) or Book-Entry Shares for cancellation to (in the Paying Agent, together with case of Shares (other than Excluded Shares) 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 Shares represented by such Certificate or Book-Entry Share shall be entitled to receive a cheque in exchange therefor an amount equal to (x) the number of Shares (other than Excluded Shares) represented by such Certificate (or affidavit and indemnity of loss in lieu of the Share Certificate as provided in Section 3.02(g)) multiplied by (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such and any Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment marked as cancelled and (B) each registered holder of Shares which are not represented by a Certificate (the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it “Uncertificated Shares”) shall be entitled to receive a condition of payment that cheque in exchange therefor an amount equal to (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and number of Uncertificated Shares (other than the Excluded Shares) multiplied by (y) the Person requesting Merger Consideration. In the event of a transfer of ownership of Shares that is not registered in the register of members of the Company, a cheque for any cash to be exchanged upon due surrender of the Certificate may be issued to such payment shall have paid any transferee if the Certificates (if any) which immediately prior to the Effective Time represented such Shares are presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and other to evidence that any applicable share transfer taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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. Promptly As soon as reasonably practicable after the Effective Time (but in no event more than five business days three (3) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each registered holder of record of 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 shall pass, only upon delivery of the such 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 shares held in book-entry form) 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 (or effective affidavits of loss in lieu thereof) such Certificate or Book-Entry Shares in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry 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 is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. Promptly after the Effective Time (but in no ------------------ event more than five ten (10) business days thereafter), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (each, a "Certificate" and collectively, the "Certificates") which ----------- ------------ immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) 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 in exchange for payment of the Merger ConsiderationConsideration payable in respect of such Certificates and any dividends and other distributions to which the holder of such Certificates is entitled pursuant to Section 2.11 hereof. Upon ------------ surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Certificates for cancellation to the Paying AgentExchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions (thereto, and such other customary documents as may reasonably be required by the Paying Agent)pursuant to such instructions, the holder of each such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share Consideration payable in respect of the Company Common Stock formerly Shares represented by such Certificate or Book-Entry Shareand any dividends and other distributions to which the holder of such Certificates is entitled pursuant to Section 2.11 hereof, and the ------------ Certificate or Book-Entry Share so surrendered shall forthwith be canceledcancelled. If payment The Exchange Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Merger Consideration is to be made to a Person other than Certificates on the Person in whose name cash payable upon the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder surrender of such Certificate surrendered or shall have established Certificates pursuant to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicablethis Section 2.8. Until surrendered as contemplated by this Section 3.2so ----------- surrendered, each Certificate outstanding Certificates shall be deemed at any time from and after the Effective Time to represent evidence only the right to receive the Merger Consideration as contemplated by payable in respect of the Company Shares formerly represented thereby pursuant to the terms of this Article III, without interest, II and any declared dividends and unpaid dividends other distributions to ---------- which the holder of such Certificate Certificates is entitledentitled pursuant to Section 2.11 ------------ hereof.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five business days thereafter)the second Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent and the Company may mutually reasonably specify 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. . (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying 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 Paying Agent, and such other customary documents as may reasonably customarily be required by the Paying 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 an amount in cash 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 effective affidavits of loss in lieu thereof) or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer Shares and (y) the Person requesting Merger Consideration. 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 Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment upon due surrender of the Certificate may be paid to such payment shall have paid any 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 other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall evidence that any applicable stock transfer 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 . (iii) The Paying Agent, the Company, Parent and Merger Sub, as contemplated by this Section 3.2applicable, each Certificate shall be deemed at 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, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect 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 making of such Certificate is entitledpayment. 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. Promptly after the Effective Time (but in no event more than five business days thereafter), the Surviving Corporation shall cause a) The Company or the Paying Agent shall, no later than promptly following the Effective Time, cause to mail be mailed or otherwise deliver to (i) each holder of record Company Capital Stock a Letter of Transmittal, (ii) each holder of In-The-Money Company Common Stock Options an Option Cancellation and (iii) each holder of In-The-Money Company Warrants a Warrant Cancellation, in each case, along with instructions for effecting the surrender of such holder’s Company Capital Stock, In-The-Money Company Options and/or In-The-Money Company Warrants in exchange for Merger Consideration. (b) Upon a Company Stockholder’s delivery to the Paying Agent of the requisite Stockholder Closing Documents, such Company Stockholder shall be entitled to receive, in exchange for such Company Capital Stock, In-The-Money Company Options and/or In-The-Money Company Warrants, as applicable, (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery check or wire transfer representing such Company Stockholder’s portion of the Certificates Initial Merger Consideration (or effective affidavits of loss in lieu thereofas set forth on the Closing Payment Schedule) 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry 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 right to receive in exchange therefor the Merger Considerationfuture such Company Stockholder’s portion of the remaining amount, without interestif any, for each share of Company Common Stock formerly the Escrow Consideration and Stockholder Representative Expense Amount, if any, represented by such Certificate or BookCompany Capital Stock, In-Entry ShareThe-Money Company Options and/or In-The-Money Company Warrants (in each case, as set forth on the Closing Payment Schedule) pursuant to the terms of this Agreement 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 is registeredEscrow Agreement, it shall be a condition of payment that as applicable. (xc) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 3.21.9, each Certificate Certificate, In-The-Money Company Option and In-The-Money Company Warrant shall be deemed at any time all times after the Effective Time to represent only the right to receive the portion of 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 entitledrepresented thereby.

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days thereafter)i) At Closing, the Surviving Corporation shall cause aggregate Preliminary Cash Consideration payable to the Paying Agent to mail to each holder holders of record the issued and outstanding shares of Company Common Stock (ias reflected in the Capitalization Certificate) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title paid by Parent to the Certificates shall passShareholders’ Representative for the benefit of and for prompt distribution to such holders, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares pursuant to the Paying Agentterms of this Agreement, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting within five (5) Business Days of Closing, the surrender aggregate Preliminary Stock Consideration payable to the holders of the Certificates issued and outstanding shares of Company Common Stock (as reflected in the Capitalization Certificate) shall be paid by Parent to the Shareholders’ Representative for the benefit of and for prompt distribution to such holders, pursuant to the terms of this Agreement. (b) The Shareholders’ Representative covenants and agrees to promptly pay to each such holder their applicable aggregate Per Share Initial Merger Consideration upon receipt by the Shareholders’ Representative of such consideration as provided in Section 1.8(a) above. (c) All consideration paid or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange payable to the Shareholders’ Representative for payment the benefit of the Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, together with such letter of transmittal, duly completed and validly executed Shareholders in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), the holder terms of such Certificate or Book-Entry Share this Agreement shall be entitled deemed to receive have been paid in exchange therefor full satisfaction of all rights pertaining to the Merger Consideration, without interest, for each share shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shareeach Certificate, 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 rights set forth in whose name this Agreement. At the surrendered Certificate is registered, it shall be a condition close of payment that (x) business on the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 shall be deemed at any time after day on which the Effective Time occurs the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers on the stock transfer books of the shares that were outstanding immediately prior to represent only the right Effective Time. (d) If any Certificate shall have been lost, stolen, defaced or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, defaced or destroyed and, if required by Parent, the receipt of an indemnity or bond reasonably satisfactory to Parent against any claim that may be made against it with respect to such Certificate then, subject to the terms and conditions of this Agreement, Parent shall, upon the terms and subject to the conditions of this Agreement, pay in respect of such lost, stolen, defaced or destroyed Certificate the portion of the Total Merger Consideration that would be payable upon surrender of such Certificate. (e) Parent, the Surviving Corporation, or the Shareholders’ Representative shall be entitled to deduct and withhold from the Total Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation, or the Shareholders’ Representative are required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such amounts shall be paid over to the appropriate taxing authority and shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of which such deduction and withholding was made. (f) No certificates or script representing fractional shares of Parent Stock shall be issued in connection with the Contemplated Transactions, and no dividend, stock split, or other distribution of Parent shall relate to any such fractional share interest, and no such fractional share interest shall entitle the holder thereof to vote or to any other rights of a shareholder of Parent. In lieu of any such fractional share, the Shareholders shall be entitled to receive the Merger Consideration as contemplated by this Article IIIa cash payment therefor, without interest, at the pro rata amount based on the Average Price. (g) The Company and Shareholders’ Representative shall provide Parent with any declared information reasonably requested by Parent and unpaid dividends necessary to which make the holder of such Certificate is entitledpayments to each Shareholder.

Payment Procedures. Promptly after Not less than fifteen (15) Business Days prior to the Effective Time (but in no event more than five business days thereafter)Closing Date, Parent and the Surviving Corporation Company shall cause the Paying Exchange Agent to mail or otherwise deliver, to each holder of record of Company Common Stock (i) Stockholder entitled to receive the Merger Consideration pursuant to Section 2.3(a), a letter of transmittal (which shall specify that delivery shall substantially in the form of Exhibit H attached hereto, with such changes as may be effected, agreed between the Company and risk of loss and title Parent prior to the Certificates shall passClosing or as may be reasonably required by the Exchange Agent (the “Letter of Transmittal”), only upon delivery together with any notice required pursuant to Section 262 of the Certificates (DGCL or effective affidavits of loss in lieu thereof) or Book-Entry Shares the CCC. Subject to the Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender satisfaction of the Certificates conditions in Article VI, in the event that at least two (2) Business Days prior to the Closing Date, a Company Stockholder does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal (along with all certificates representing shares of Company Capital Stock (each, a “Company Certificate” and, collectively, the “Company Certificates”), to the extent such shares of Company Capital Stock are certificated), then such failure shall not alter, limit or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment delay the Closing; provided, that such Company Stockholder shall not be entitled to receive its respective portion of the Merger ConsiderationConsideration until such Person delivers a duly executed and completed Letter of Transmittal and its Company Certificates to the Exchange Agent. Upon surrender delivery of a Certificate (or effective affidavits such duly executed Letter of loss in lieu thereof) or Book-Entry Shares for cancellation Transmittal and its Company Certificates by such Company Stockholder to the Paying Exchange 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 Company Stockholder shall be entitled to receive in exchange therefor receive, subject to the Merger Considerationterms and conditions of this Agreement, without interest, for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment portion of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registeredrespect of his, it shall be a condition her or its shares of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be Company Capital Stock referenced in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason Letter of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableTransmittal. Until surrendered as contemplated by this Section 3.22.5, each Certificate share of Company Capital Stock shall be deemed at any time all times after the Effective Time to represent only the right to receive upon such surrender the Per Share Merger Consideration as contemplated by to which it has been converted pursuant to this Article IIIII. If payment is to be made to a Person (other than the record or registered Company Stockholder), without interest, it shall be a condition to such payment that any Company Certificates so surrendered will be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any declared and unpaid dividends to which the holder transfer or other Taxes required as a result of such Certificate payment being made to a Person (other than the record or registered Company Stockholder) or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is entitlednot payable.

Payment Procedures. (i) Promptly after the Effective Time (but in no event more later than five business days thereaftertwo (2) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to will mail to each holder of record of a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time (ia "Certificate") and to each holder of uncertificated shares of Company Common Stock represented by book entry immediately prior to the Effective Time ("Book-Entry Shares"), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii): (1) a letter of transmittal (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, 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 shares held in book-entry form) as Parent may reasonably specify and (ii2) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Section 2.02(b)(iii) by, the Paying Agent), the holder 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 Book-Entry ShareShare surrendered under this Agreement. (iii) The Paying Agent will accept Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange of the Certificates and Book-Entry Shares in accordance with customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and the if any Certificate or Book-Entry Share so surrendered is presented to the Company for transfer, such Certificate or 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 paid in exchange for such surrendered Certificate or Book-Entry Share, unless: (x1) 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 (yB) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall have paid (A) pay any transfer and or other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate surrendered or shall have established Book-Entry Share or (B) establish to the reasonable satisfaction of the Surviving Corporation Paying 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 interest, and any declared and unpaid dividends to which Section 2.01(a)(ii). No interest will be paid or accrued for the holder benefit of such Certificate is entitledholders 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. Promptly (i) As soon as reasonably practicable after the Effective Time (but and in no any event more not later than five business days thereafter)the fifth Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of Company Common Stock Shares whose Shares were converted into the Merger Consideration pursuant to Section 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 shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent may and the Company shall reasonably specify determine) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation 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 effective affidavits of loss in lieu thereof) or Book-Entry Share, and Shares multiplied by (y) the Certificate Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares. If payment In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Merger Consideration is Company, a check for any cash to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition paid upon due surrender of payment that (x) the Certificate 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 (yas hereinafter defined) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered 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 . (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 interest, and any declared and unpaid dividends Agreement as having been paid to which the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards in respect of which such Certificate is entitleddeduction and withholding were made.

Payment Procedures. (i) Promptly after the Effective Time (but and in no any event more not later than five business days thereafter)the second Business Day following the Effective Time, the Surviving Corporation Parent shall cause the Paying Agent to mail be mailed to each holder record holder, as of record the Effective Time, of Company Common Stock (iShares that have converted pursuant to Section 3.1(a) into the right to receive the applicable Merger Consideration with respect thereto a letter of transmittal in customary form containing instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares (which the “Letter of Transmittal”). The Letter of Transmittal shall specify that delivery of Shares shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) or the Book-Entry Shares with respect to such 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 shares held in book-entry form) 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 in exchange for payment of the Merger Consideration. Upon surrender to the Paying Agent of a Certificate (or effective affidavits of loss representing any Shares that have been converted in lieu thereof) or Book-Entry Shares for cancellation the right to the Paying Agentreceive Merger Consideration pursuant to Section 3.1(a), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by thereto, Parent shall cause the Paying Agent), Agent to deliver to the record holder of such Certificate a check or Book-Entry Share shall be entitled to receive in exchange therefor wire transfer for the amount of applicable Merger Consideration, without interest, Consideration for each share of Company Common Stock Share formerly represented by such Certificate, and such Certificate shall then be canceled. (iii) Upon receipt by Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) with respect to any Book-Entry Shares representing any Shares that have been converted in the right to receive Merger Consideration pursuant to Section 3.1(a), Parent shall cause the Paying Agent to deliver to the record holder of such Book-Entry Shares a check or wire transfer for the amount of Merger Consideration that such record 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. (iv) No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If if payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the such Certificate 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 (y) that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such 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 3.2, each Certificate shall be deemed at any time . (v) Promptly after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interestTime, and in any declared event, not later than the first Business Day after the Effective Time, the Paying Agent shall deliver to the Surviving Corporation an amount, in cash, sufficient to make all payments pursuant to Section 3.3, and unpaid dividends Parent shall cause, promptly after the receipt of such payment by the Surviving Corporation, and in any event no later than ten Business Days following the Closing Date, each RSU Holder to which be paid through a payroll or other appropriate account of the Surviving Corporation or any its Affiliates an amount equal to the RSU Merger Consideration, less withholdings for any applicable Taxes. (vi) Promptly after the Effective Time, and in any event, not later than the first Business Day after the Effective Time, the Paying Agent shall pay to each holder of any Warrants an amount equal to: (A) the Warrant Merger Consideration; multiplied by (B) the number of Warrants held by such Certificate is entitledholder.

Payment Procedures. Promptly after following the Effective Time (but in no event more than five business days thereafter)Time, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (iother 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 3.7 (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the 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 shares held in book-entry form) as Parent may reasonably specify and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Sharethat 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 respect 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 Merger Consideration is to be made to Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a Person other than book-entry transfer of Uncertificated Shares, the Person in whose name the surrendered Certificate is registered, it holders of such Uncertificated Shares shall be a condition of payment that entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Person requesting Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered shall forthwith be canceled. The Payment Agent shall accept such payment 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 have be paid any transfer and other taxes required by reason or accrued for the 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 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 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, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second (but in no event more than five business days thereafter)2nd) Business Day following the Closing Date, the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent and the Company may mutually reasonably specify 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. . (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying 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 Paying Agent, and such other customary documents as may reasonably customarily be required by the Paying 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 an amount in cash 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 and (y) the Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate and Certificates or Book-Entry Share, and the Certificate Shares so surrendered shall be cancelled. 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 In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, payment of the Merger Consideration upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) Each of the Paying Agent, the Company, Parent, Merger Sub and the Surviving Corporation shall be entitled to deduct and withhold from any and all amounts otherwise payable under this Agreement such amounts as are required to be made withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to a Person other than the making of such payment. Any amounts that are so deducted or withheld and paid over to the relevant Governmental Entity, shall be treated for all purposes of this Agreement as having been paid to the Person in whose name the surrendered Certificate is registered, it shall be a condition respect of payment that (x) the Certificate so surrendered shall be properly endorsed which such deduction or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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 entitledwithholding was made.

Payment Procedures. Promptly (a) As soon as practicable after the Effective Time (but in no event more later than five business (5) days thereafterfollowing the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (including Unvested Company Shares) (the “Certificates”): (i) a letter of transmittal (as reasonably agreed by the parties prior to Closing which shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, and which letter 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 shares held in book-entry form) as Parent may and the Company shall reasonably specify agree prior to the Effective Time, and (ii) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Per Share Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent, Agent (or receipt of an “agent’s message by the Paying Agent (or any other evidence of transfer that the Paying Agent may reasonably request) in the case of the transfer of Company Common Stock held in book-entry form) together with such letter of transmittal, duly executed and 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 applicable Per Share Merger Consideration, without interest, for each share of Company Common Stock formerly represented by such Certificate or Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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, each Certificate (other than Certificates representing Dissenting Shares) 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 IIIamount of cash, without interest, equal to the Per Share Merger Consideration. (b) As soon as reasonably practicable after the Effective Time (but in no event later than five (5) days following the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of Company Options: (i) a letter confirming that the vesting of each such Company Option has been accelerated and any declared and unpaid dividends to which that the holder thereof is entitled to receive the Option Cash Consideration, and (ii) instructions for countersigning such letter and for receiving the Option Cash Consideration. (c) No interest will be paid or will accrue on any Per Share Merger Consideration or Option Cash Consideration. In the event of a transfer of ownership of Company Common Stock which is not registered in the transfer records of the Company, the applicable Per Share Merger Consideration shall be payable to such transferee if the Certificate representing such Company Common Stock is entitledpresented 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. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second (but in no event more than five business days thereafter)2nd) Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent to shall mail (x) to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the Merger Consideration pursuant to Section 3.1, (iA) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or 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 shares held in book-entry form) as Parent and the Company may reasonably specify mutually agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Consideration and (y) to each holder of a Company Stock Option or Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 3.3(a) or Section 3.3(b) hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of a Certificate Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation 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 (x) the number of shares of Company Common Stock formerly represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Share, and Shares multiplied by (y) the Certificate Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Share so surrendered shall forthwith be canceledShares. If payment In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Merger Consideration is Company, a check for any cash to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition paid upon due surrender of payment that (x) the Certificate 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 of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and (y) the Person requesting such payment shall to evidence that any applicable stock transfer Taxes have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered 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) The Paying Agent, each Certificate Parent and the Company shall be deemed at entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any time after holder of shares of Company Common Stock, 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 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 Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as contemplated by this Article III, without interest, and any declared and unpaid dividends having been paid to which the holder of shares of Company Common Stock, Company Stock Options or Company Stock-Based Awards, in respect of which such Certificate is entitleddeduction and withholding were made.

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days two Business Days thereafter), the Surviving Corporation Company shall cause the Paying Agent to mail to each holder of record of Company Common Stock 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 shall pass, only upon delivery appointment of the Certificates (or effective affidavits Shareholders’ Representative, a release in favor of loss in lieu thereof) or 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 shares held in book-entry formthe Company Common Shares and Options, as applicable, free and clear of all Liens) 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 in exchange for payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration. Upon surrender of a Certificate (or effective affidavits of loss in lieu thereof) or the Book-Entry Shares 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 Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceledin accordance 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 Book-Entry Share in exchange therefor is registered, it shall be a condition of payment that (xA) the Certificate 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 (yB) the Person requesting such payment shall have paid any transfer and other 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 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 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, and any declared and unpaid dividends to which the holder of such Certificate is entitled.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation Investment shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Company Common Stock Shares entitled to receive the Cash Merger Consideration pursuant to Section 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 Shares entitled to receive the Cash Merger Consideration shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry such 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 shares held in book-entry form) as Parent may reasonably specify and (iiB) instructions for use in effecting the surrender of share certificates, if any, representing the Certificates Shares (the “Certificates”) pursuant to such letter of transmittal (or effective affidavits and indemnities of loss in lieu thereofof the Certificates as provided in Section 2.3(f)). Promptly after a Dissenting Shareholder (as defined below) has effectively withdrawn or Book-Entry Shares in exchange for lost his, her or its rights to dissent from the Merger and to receive payment of the Merger Consideration. Upon fair value of its Dissenting Shares under the Act, Investment shall cause the Paying Agent to mail to such Dissenting Shareholder such letter of transmittal and instructions. (ii) Subject to the surrender to the Paying Agent (where applicable) of a Certificate an issued certificate (or effective affidavits and indemnities of loss in lieu thereofof the Certificates as provided in Section 2.3(g)) or Book-Entry Shares 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 Book-Entry as provided in Section 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 marked as cancelled and (B) each registered holder of such Shares that are not represented by a certificate (the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it “Uncertificated Shares”) shall be entitled to receive a condition of payment that check in exchange therefor an amount equal to (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and number of Uncertificated Shares multiplied by (y) the Person requesting 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 payment shall have paid any transferee if the certificates (if any) which immediately prior to the Effective Time represented such shares are presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and other to evidence that any applicable share transfer taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate 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 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. Promptly (i) Following the Acceptance Time, Parent and Merger Sub shall cause the Paying Agent to 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 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 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 3.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (but and in no event more later than five business days thereafter(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 Common Stock (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 Book-Entry Shares not held through The Depositary Trust Company shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or such 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 shares held in book-entry form) as Parent may and the Paying Agent shall reasonably specify agree upon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender returning such Letter of the Certificates (or effective affidavits of loss in lieu thereof) 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 effective affidavits such Letter of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Share, 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 such Book-Entry Shares are registered immediately prior to the surrendered Certificate is registered, it Effective Time. No interest shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicableaccrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated by this Section 3.2hereby, each Certificate 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 any declared and unpaid dividends to which the holder extent provided by Section 262 of such Certificate is entitledthe DGCL, or Canceled Company Shares.

Payment Procedures. Promptly after the Effective Time (but in no event more than five business days thereafter)a) On or prior to each Royalty Right Payment Date, the Surviving Corporation Seller shall cause the Paying Agent to mail to each holder of record of Company Common Stock (i) a letter of transmittal (which shall specify that delivery shall be effectedpay, and risk of loss and title by wire transfer in immediately available funds in U.S. dollars to the Certificates shall passPurchaser Account, only upon delivery of the 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 Royalty Right Payment Amount with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify the corresponding Royalty Right Period 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 effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation deliver to the Paying AgentPurchaser a report (a “Report”) setting forth (A) such Royalty Right Payment Amount, together with (B) any ANAPHYLM™ Net Sales for such letter of transmittalRoyalty Right Period, duly completed (C) any LIBERVANT™ Net Sales for such Royalty Right Period and validly executed (D) any Restricted Proceeds, in accordance each case, calculated in reasonable detail and consistent with the instructions definitions thereof; provided, that, no Report with respect to such ANAPHYLM™ Net Sales or LIBERVANT™ Net Sales, as applicable, is required if there have been no ANAPHYLM™ Net Sales or LIBERVANT™ Net Sales, as applicable, for such Royalty Right Period. Each Report and the contents thereof shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, to the extent that proceeds from ANAPHYLM™ Net Sales or LIBERVANT™ Net Sales, as applicable, in any non-U.S. jurisdiction are subject to restrictions on repatriation to the United States (and such other customary documents as may reasonably be required by proceeds subject to restriction, the Paying Agent“Restricted Proceeds”), payments of Royalty Right Payment Amounts with respect to any Restricted Proceeds may be delayed until two Business Days following the holder of date that such Certificate or Book-Entry Share Restricted Proceeds have been repatriated to the United States, provided that the Seller uses its best efforts to repatriate such Restricted Proceeds to the United States as soon as practicable. (b) The Seller shall be entitled to receive in exchange therefor the Merger Consideration, without interest, for each share withhold taxes from any payments of Company Common Stock formerly represented by such Certificate or Book-Entry ShareRoyalty Right Payment Amounts as required under applicable Law unless, and solely to the Certificate extent, the Purchaser provides (i) an IRS Form W-9 certifying that it is a U.S. person and no withholding is required on such payment or Book-Entry Share so surrendered (ii) an appropriate IRS Form W-8 claiming the benefits of an applicable income tax treaty pursuant to which the Purchaser is entitled to a complete exemption from U.S. federal income tax in respect of royalty income and “other income”, or an IRS Form W-8ECI or an IRS Form W-8EXP (each, a “Tax Exemption Form”) or an IRS Form W-8IMY with applicable attachments (including Tax Exemption Forms or other IRS Forms). In the event any Tax Exemption Form or IRS Form W-8IMY (including attachments) delivered to the Seller by the Purchaser expires or becomes obsolete or inaccurate in any respect, the Purchaser shall forthwith be canceled. If payment promptly provide an updated Tax Exemption Form or IRS Form W-8IMY (including attachments) or notify the Seller in writing of the Merger Consideration is Purchaser’s legal inability to do so (in which case the Seller shall be entitled to withhold from the Purchaser payments of Royalty Right Payment Amounts). Any amounts required by Law to be made so withheld shall be treated for all purposes of this Agreement as having been paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition respect of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting which such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate surrendered 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 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 entitledwithholding was made.

Payment Procedures. Promptly (i) As soon as practicable after the Effective Time (but in no event more than five business days thereafter)Time, the Surviving Corporation Parent shall cause the Paying Agent to mail deliver: (A) to each holder record holder, as of record 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 (ithe “Certificates”) or (2) shares of Company Common Stock represented by book-entry (“Book-Entry 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 shall pass, only upon proper delivery of the Certificates (or effective affidavits to the Paying Agent or, in the case of loss in lieu thereof) or 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 shares held in book-entry formthe Closing) as Parent may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits or, in the case of loss in lieu thereof) or Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 3.01(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Option Consideration. . (ii) Upon surrender to the Paying Agent of a Certificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares 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 Book-Entry Share, Shares and such Certificate or book-entry 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 Person, other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall be otherwise be in proper form for transfer and (y) that the Person requesting such payment shall have paid any transfer and other taxes Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such the Certificate 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 3.23.06(b)(ii), each Certificate shall and each Book-Entry Share shall, subject to Section 3.02, 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. (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 declared and unpaid dividends to which 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 Certificate is entitledholder has the right to receive pursuant to the provisions of Section 3.03, and the Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Section 3.06(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 as contemplated by this Article III.