Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five business days after the Effective Timethree (3) Business Days thereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares Company Common Stock (i) a letter of transmittal specifying (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) to the Paying Agent Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to Book-Entry Shares) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent or upon receipt of an agent’s message in accordance the case of Book-Entry Shares, together with the terms of such letter of transmittal, duly executedcompleted 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, plus any accrued and unpaid dividends declared in accordance with Section 6.2(a)(i) with a check in record date prior to the amount (after giving effect Effective Time that remain unpaid at the Effective Time and that are due to any required tax withholdings) of (x) the number of Shares such holder, for each Share formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender If payment of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of a payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (y) the Person requesting such payment shall have paid any transfer records and other Taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book-Entry Share surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest.

Payment Procedures. Promptly after following the Effective Time (and in any event no later than five business days after the Effective Timewithin three Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal specifying in customary form (which will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent); and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price payable in respect thereof pursuant to Section 2.7. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied Certificate; by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificate Certificates so surrendered shall will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Per Share Price payable upon due the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the CertificatesEffective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section 2.7. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Notwithstanding anything to the Paying Agentcontrary in this Agreement, accompanied by all documents no holder of Uncertificated Shares will be required to evidence and effect provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such transfer and holder is entitled to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive pursuant to Section 2.7.

Payment Procedures. Promptly after the Effective Time (Time, Novartis and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares shares of Common Stock (i) a letter of transmittal (which shall be in a form approved by Novartis and the Company prior to the Effective Time) specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares shares of Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of Common Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares shares of Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent 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 Shares (the "Certificates"), the following documents: (i) a letter of transmittal specifying (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) to the Paying Payment Agent and shall be in such form and have such other provisions as Levy Acquisition Co. may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Levy Acquisition Co. so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business Any amount payable to a Tax Indemnitee pursuant to this Exhibit G shall be paid within 30 days after receipt of a written demand therefor from such Tax Indemnitee accompanied by a written statement describing in reasonable detail the Effective Time)basis for such indemnity and the computation of the amount so payable, provided that such amount need not be paid prior to the Surviving Corporation shall cause the Paying Agent to mail to each holder later of record of Shares (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) 1 business day prior to the Paying Agent and date that the indemnifiable Taxes are due or (ii) instructions for use in effecting the surrender case of amounts which are being contested by the Lessee in good faith or by the Tax Indemnitee pursuant to Section 1.03, the time such contest is finally resolved. Within 15 days following the Lessee's receipt of the Certificates computation of the amount of the indemnity, the Lessee may request that an accounting firm to be jointly selected by the Lessee and such Tax Indemnitee (but not including the accounting firm that regularly prepares the certified financial statements of the Lessee or effective affidavits such Tax Indemnitee unless such firm consists of loss one of the "Big 5" accounting firms in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the which case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) such firm shall be deemed acceptable to the Paying Agent in accordance with parties) determine whether such computations of the terms Tax Indemnitee are correct. The computations of such letter of transmittal, duly executed, the holder of such Certificate accounting firm shall be entitled final, binding and conclusive upon the parties and the Lessee shall have no right to receive inspect the books, records or tax returns of the Tax Indemnitee to verify such computation. All fees and expenses payable in exchange therefor a check in connection with such verification shall be borne by the Lessee unless such verification discloses an error adverse to the Lessee of more than 5% of the amount (after giving effect to any required tax withholdings) of (x) computed by the number of Shares represented by Tax Indemnitee, in which case such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, fees and the Certificate so surrendered expenses shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of by the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableTax Indemnitee.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after As promptly as practicable following the Effective Time), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of shares of Company Common Stock (i) a letter of transmittal specifying in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) the Uncertificated Shares to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) 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 or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor respect of the shares of Company Common Stock represented by a check in the amount (after giving effect to any required tax withholdings) of Certificate or Uncertificated Share, upon (x) surrender to the number Payment Agent of Shares represented a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by such Certificate (the Payment Agent, or effective affidavit of loss in lieu thereof) multiplied by (y) receipt of an “agent’s message” by the Common Stock Merger Consideration Payment Agent (or Preferred Stock Merger Considerationsuch 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, and each such Certificate or Uncertificated Share shall represent after the Certificate so surrendered shall forthwith be cancelledEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender of the Certificates. In the event of a or transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableUncertificated Share.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the Each holder of such Certificate Common Certificates or Common Book- Entry Shares shall be entitled to receive in exchange therefor a check (i) Common Stock Consideration in the form of separate certificates or share deposit receipts for Acquiring Fund Common Stock and (ii) cash in an amount (after giving effect equal to any required tax withholdings) of (x) the number of Shares Common Cash Consideration, for each share formerly represented by such Common Certificate or Common Book- Entry Shares (less any required withholding taxes) and such Common Certificate or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered Book-Entry Shares shall forthwith then be cancelled. No interest will shall be paid or accrued for the benefit of holders of the Common Certificates or Common Book- Entry Shares on the Common Cash Consideration. (ii) If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any amount transfer and other taxes required by reason of the payment of the Merger Consideration, as applicable, to a person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of the Acquiring Fund that such tax either has been paid or is not applicable. (iii) Until surrendered as contemplated by, and in accordance with, this paragraph 3.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Date to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this paragraph 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 CertificatesPaying Agent, in connection with the exchange of Acquired Fund Common Stock for Merger Consideration. In None of the event 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 transfer date which is immediately prior to such time as such amounts would otherwise escheat to or become property of ownership 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 is not registered 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 records books of the CompanyAcquired 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, 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 Certificates or Book-Entry Shares is presented to the Paying AgentAgent for transfer shall be canceled and exchanged for the Merger Consideration, accompanied by all documents required to evidence as applicable, provided for, and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.in accordance with the procedures set forth in, this Article 3. 3.3

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and but in any no event no later more than five business days after (5) Business Days following the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by Purchaser and the Company specifying that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to this Article III in the form of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationa check, to be mailed, as soon as reasonably practicable (but in no event more than five (5) Business Days after the case may bereceipt thereof), and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. All payments owed to the holders of Stock Options or holders of Warrants shall be made from the Payment Fund as soon as reasonably practicable after the Effective Time (but in no event more than five (5) Business Days after the Effective Time).

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after following the Effective 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 Company Shares and (ii) uncertificated Company Shares (ithe “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 specifying 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) to the Paying Agent and Payment Agent), and/or (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Payment Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be(less any applicable withholding taxes payable in respect thereof), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the 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 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 will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Merger Consideration payable upon due the surrender of such Certificates and Uncertificated Shares pursuant to this Section 3.8. Until so surrendered, outstanding Certificates and Uncertificated Shares shall be deemed, from and after the Certificates. In Effective Time, to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration, without interest thereon, payable in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented respect thereof pursuant 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 applicableprovisions of this Article III.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than within five business days after (5) Business Days of the Effective Time), the Final Surviving Corporation Entity shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in customary form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock (such instructions shall include instructions for the payment of the Merger ConsiderationConsideration to a Person other than the Person in whose name the surrendered Certificate is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. For the purposes of this Agreement, the term “Person” shall mean any individual, corporation (including, without limitation, any not-for-profit corporation), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity or other entity of any kind or nature.

Payment Procedures. Promptly after the Effective Time As promptly as practicable (and in any event no later than five business days within ten (10) Business Days) after the Effective Time, Parent and Merger Sub will use commercially reasonable best efforts to cause the Payment Agent to send to each record holder of a Certificate (other than Certificates to be canceled pursuant to Section 2.6(c)), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying (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) to the Paying Agent Payment Agent) and shall be in a form and have such other provisions 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) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationpayable in respect thereof pursuant to Section 2.6. As soon as reasonably practicable after the Effective Time, as the case may be. Upon the surrender each holder of a Certificate (or effective affidavit of loss in lieu thereof) upon surrender thereof to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate Payment Agent, shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, payable in respect thereof pursuant to Section 2.6. The Payment Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the case Payment Agent may be, and the Certificate so surrendered shall forthwith be cancelledimpose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued will accrue on any amount the Merger Consideration payable upon due surrender of the Certificatesin respect thereof pursuant to Section 2.6. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash the Merger Consideration payable pursuant to Section 2.6(a) shall be paid upon due surrender issued with respect to such shares of the Certificate may be paid Company Common Stock to such a transferee only if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Paying Payment 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 applicablepaid.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after following the Effective 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 Company Shares and (ii) uncertificated Company Shares (ithe “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.07 (A) a letter of transmittal specifying 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) to the Paying Payment Agent and shall be in such form and have such other provisions as the Company may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article II. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Payment Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Company Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied Certificates that were converted into the right to receive the Merger Consideration pursuant to Section 2.07, by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be(less any applicable withholding taxes payable in respect thereof), and the Certificate such Certificates so surrendered shall forthwith be cancelledcanceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of Company Shares represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.07 by (y) the 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 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 will shall be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Merger Consideration payable upon due the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.08. Until so surrendered, outstanding Certificates and Uncertificated Shares (other than with respect to Non-Cancelled Shares) shall be deemed from and after the Certificates. In Effective Time, to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration (less any applicable withholding taxes payable in the transfer records of the Companyrespect thereof), a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented without interest thereon, payable in respect thereof pursuant 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 applicableprovisions of this Article II.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause instruct the Paying Agent to mail to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding Shares (iother than Excluded Shares), whose shares were converted pursuant to Section 3.1(b) into the right to receive the Merger Consideration, a letter of transmittal in customary form 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) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax Tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of Shares the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Company Common Stock, (i) a letter of transmittal specifying 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) to the Paying Agent and shall contain such other provisions as Parent shall reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock portion of the Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayable upon surrender of said Certificates. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to those instructions, the holder holders of such Certificate Certificates formerly representing the Company Common Stock shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) portion of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayable for such shares of Company Common Stock, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on any amount payable upon due deemed from and after the Effective Time, for all corporate purposes, to evidence only the ownership of the respective portion of the Merger Consideration to which the record holder of such Certificate is entitled by virtue thereof. Promptly following surrender of any such Certificates and the Certificates. In duly executed letters of transmittal, the event of a transfer of ownership of Shares that is not registered in Paying Agent shall deliver to the transfer records record holders thereof, without interest, the portion of the Company, a check for any cash Merger Consideration to be paid which such holder is entitled upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented said Certificates, subject 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 applicablerestrictions set forth herein.

Payment Procedures. Promptly after (i) As promptly as practicable following the Effective Time (and in any event no not later than five business days after the Effective Time)third (3rd) Business Day thereafter, the Surviving Corporation Company shall cause the Paying Agent to mail (and to make available for collection by hand) to each holder of record of a Certificate or Book-Entry Share that immediately prior to the Effective Time represented outstanding Company Common Shares (i) a letter of transmittal specifying 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 proper delivery of the Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates or Book-Entry Shares in exchange for the Merger Consideration into which the number of Company Common Shares previously represented by such Certificate or Book-Entry Share shall have been converted pursuant to this Agreement. Parent shall require the paying agent agreement to provide that the Paying Agent deliver such letter of transmittal and instructions not later than three (3) Business Days after the Effective Time. Upon surrender of Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) to the Paying Agent, including by the entry through a book-entry transfer agent of the surrender of any Company Common Shares held in book entry on a book-entry statement, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily and reasonably be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount in cash equal to the product of (A) the number of Company Common Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) in exchange for or Book-Entry Shares and (B) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to less any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledapplicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (or effective affidavits of loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Company Common Shares that is not registered in the transfer records of the Company, a check for any cash to be paid payment upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Company Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock share transfer taxes and other applicable Taxes have been paid or are not applicable. The Merger Consideration, paid in full (less any applicable withholding Taxes) with respect to any Company Common Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Company Common Share.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days a) As soon as practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock and 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 specifying 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 to the Paying Agent, and which letter shall be in customary form and have such other provisions as Parent shall reasonably specify; and (ii) instructions for effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) to or Book-Entry Shares in exchange for such holder’s applicable portion of the Paying Agent and (ii) instructions for use in effecting the Cash Consideration. Upon surrender of the Certificates a Certificate (or effective affidavits of loss in lieu thereof) ), or in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon of Book-Entry Shares, in adherence with the surrender applicable procedures set forth in the letter of a Certificate (or effective affidavit of loss in lieu thereof) transmittal, to the Paying Agent, together with such letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent, duly executed and completed in accordance with the terms of such instructions to the letter of transmittal, duly executedand such other documents as may be reasonably required by the Paying Agent or pursuant to such instructions, the holder of such Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) applicable portion of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Cash Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will Until surrendered as contemplated by this Section 1.7(b), each Certificate shall be paid or accrued on any amount payable upon due surrender of deemed, from and after the Certificates. In Effective Time, to represent only the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash right 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 receive Cash Consideration as contemplated 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 applicableSection 1.5.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after following the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail be mailed to each holder of record as of Shares the Effective Time of (i) a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented shares of Company Common Stock or (ii) shares of Company Common Stock represented by book-entry (“each, a “Book-Entry 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 specifying 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 of loss in lieu thereof) to the Paying Payment Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal), and (iiy) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such a letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto and such other documents as may be required 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 Agent may reasonably request), the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount of U.S. dollars (after giving effect to any required tax withholdingswithholdings pursuant to Section 3.10(d)) equal to the product of (x) the number of Shares shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by holder’s properly surrendered Certificates and/or Book-Entry Shares, as applicable, and (y) the Common Stock Merger Consideration or Preferred Stock per share Merger Consideration, as the case may be, and the Certificate Certificates and Book-Entry Shares so surrendered shall forthwith be cancelledcanceled. 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 will shall be paid or accrued on any amount the Merger Consideration payable upon due the surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence Certificates and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableBook-Entry Shares.

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 (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of shares of Company Common Stock (i) a letter of transmittal specifying in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or transfer of the Uncertificated Shares to the Paying Agent Exchange Agent) 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), 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 exchange for the Common Stock Merger Consideration case of a book-entry transfer of Uncertificated Shares. Until so surrendered or Preferred Stock Merger Considerationtransferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration (including the Fractional Share Cash Amount) payable in respect thereof pursuant to the provisions of this Article II. Upon Parent shall instruct the surrender Exchange Agent to pay such Merger Consideration and Fractional Share Cash Amount within five (5) Business Days following the later to occur of a (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or effective affidavit of loss in lieu thereof) to or “agent’s message”, and the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Uncertificated Share so surrendered shall be forthwith be cancelled. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender of the Certificates. In the event of a or transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableUncertificated Share.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a Certificate whose shares of Company Common Stock were converted into the right to receive the Merger Consideration (iA) a form of letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, pass only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and which shall be in form and contain provisions which Parent may specify and which are reasonably acceptable to the Company) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration. Each holder of record of one or more Certificates shall, as the case may be. Upon the upon surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance of such Certificate or Certificates, together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be required by the holder of such Certificate shall Paying Agent, be entitled to receive in exchange therefor a check in the amount (after giving effect of cash to any required tax withholdings) of (x) the number of Shares represented by which such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beholder is entitled pursuant to Section 3.01(c), and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Shares that Company Common Stock, which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate Merger Consideration may be paid made to such a transferee if person other than the person in whose name the Certificate formerly representing so surrendered is registered if such Shares is presented Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other Taxes required by reason of the transfer or establish to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of Parent that such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.02(b)(i), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration. No interest shall be paid or will accrue on any payment to holders of Certificates pursuant to the provisions of this Article III.

Payment Procedures. Promptly after following the Effective Time Closing (and in any event no later than five business days after within three Business Days following the Effective TimeClosing), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Certificates”); or (ii) uncertificated shares of Company Capital Stock (other than Dissenting Company Shares and Owned Company Shares, as applicable) (the “Uncertificated Shares”): (A) in the case of holders of Certificates, a letter of transmittal specifying in customary form (which will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent); and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares, as applicable, in exchange for the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationPer Share Price, as the case may bepayable in respect thereof pursuant to Section 2.7. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor a check an amount in cash (less any applicable withholding Taxes payable in respect thereof) equal to the product obtained by multiplying (1) the aggregate number of shares of Company Capital Stock represented by such Certificate; by (2) the Per Share Price, and the Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash (after giving effect less any applicable withholding Taxes payable in respect thereof) equal to any required tax withholdings) of the product obtained by multiplying (x) the aggregate number of Shares shares of Company Capital Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied xxxxxx’s transferred Uncertificated Shares; by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price, and the Certificate transferred Uncertificated Shares so surrendered shall forthwith will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Per Share Price, payable upon due the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the CertificatesEffective Time to evidence only the right to receive the Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Notwithstanding anything to the Paying Agentcontrary in this Agreement, accompanied by all documents no holder of Uncertificated Shares will be required to evidence and effect provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such transfer and holder is entitled to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive pursuant to Section 2.7.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent 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 Shares (the "Certificates"), the following documents: (i) a letter of transmittal specifying (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) to the Paying Payment Agent and shall be in such form and have such other provisions as Levy Acquisition Co. may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Payment Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Levy Acquisition Co. so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate. If there are not applicableany certificates or scrip or shares of Company Common Stock representing fractional shares of Company Common Stock, the holder of any such fractional share interest shall be entitled to receive his pro rata share of the Merger Consideration as corresponds to his fractional share interest.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall will cause the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days i) As soon as reasonably practicable after the Effective Time), the Surviving Corporation shall cause the Paying Exchange Agent to mail to each holder of record of Shares shares of Company Common Stock at the Effective Time (iA) a letter of transmittal specifying that delivery of the Certificates shall be effected, and risk of loss and title to the Certificates and Book-Entry Shares shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company shall reasonably agree and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration (such instructions shall include instructions for the payment of the Merger Consideration to a Person other than the Person in whose name the surrendered Certificate or Preferred Stock Merger ConsiderationBook-Entry Share is registered on the transfer books of the Company, as subject to the case may bereceipt of appropriate documentation for such transfer). Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Shares to the Paying Agent in accordance Exchange Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Exchange Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check in the amount applicable Merger Consideration (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelledcancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the CertificatesCertificates or Book-Entry Shares. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any the cash and the number of Parent ADSs to be paid and issued upon due surrender of the Certificate or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Shares shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event no later than five business days after the Effective Timewithin three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Stock (iother than Excluded Shares) (A) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree), (B) a draft of the declaration, in a form reasonably agreed by the Parties, in which the beneficial owner of Company Stock provides certain declarations and information necessary for Parent to determine, reasonably and in good faith, the Tax amounts (if any) which need to be withheld from the consideration payable to such beneficial owner pursuant to the terms of the Ordinance, the Code, or any provision of state, local, Israeli or foreign Law (a “Tax Declaration”), and (iiC) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, as to which the case may beholder thereof is entitled. Upon the surrender of a any Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, the Tax Declaration, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check an amount of cash in the amount (after giving effect immediately available funds equal to any required tax withholdings) of (x) the number of Shares shares of Company Stock represented by such Certificate (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, (less any required Tax withholdings as the case may beprovided in Section 2.08(h)), and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of Company Stock that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any cash to be paid upon due surrender transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable stock transfer taxes have Tax has been paid or are is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.08.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five business days after the Effective Timethree Business Days thereafter), Parent, HoldCo and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares Company Common Stock (other than the Company Common Stock to be cancelled or converted in accordance with Section 2.1) (i) a letter of transmittal specifying (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) to the Paying Agent Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent, HoldCo and the Company may reasonably 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) Book Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beprovided in Section 2.1.3. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) a Book Entry Share for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with 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 a check in the amount (after giving effect to any required tax withholdings) Merger Consideration for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender If payment of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of a payment that (A) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (B) the Person requesting such payment shall have paid any transfer records and other Taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book Entry Share surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Section 2.

Payment Procedures. Promptly after the Effective Time (and a) As promptly as practicable, but in any no event no later than five business days three Business Days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record of Shares one or more certificates (ithe “Certificates”) that, prior to the Effective Time, represented shares of Company Common Stock, or non-certificated shares of Company Common Stock represented by book entry (“Book Entry Shares”), whose shares were converted into the right to receive the Merger Consideration pursuant to Section 1.8(a): (a) a letter of transmittal specifying (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) Book Entry Shares to the Paying Exchange Agent and shall be in such form and have such other provisions 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) Book Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Book Entry Shares for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents as Parent may appoint, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Exchange Agent may reasonably require, the holder of such Certificate or Book Entry Shares shall be entitled to receive the Merger Consideration in exchange therefor a check in the amount (after giving effect to any required tax withholdings) for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook Entry Shares, and the Certificate or Book Entry Shares so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the applicable surrendered Certificate or Book Entry Shares is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate or Book Entry Shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a transfer of ownership of Shares name other than that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such or Book Entry Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence reasonable satisfaction of Parent that any applicable stock transfer taxes such Taxes either have been paid or are not applicablepayable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Shares will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Shares so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation Parent shall send, or will cause the Paying Agent to mail send, to each holder of record of a certificate or certificates (each, a "Certificate") that formerly represented outstanding Company Common Shares (i) that were converted into the right to receive Merger Consideration pursuant to Section 3.1, a letter of transmittal specifying and instructions (which shall be in customary form reasonably approved by the Company prior to the Effective Time and specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (iiAgent) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment contemplated by this Section 3.2. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a duly executed letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount of Merger Consideration which such holder has the right to receive pursuant to the provisions of this Article III (after giving effect to any required tax withholdings) withholding Tax). In no event will holders of (x) Company Common Shares be entitled to interest on the number Merger Consideration. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration. If any portion of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationis to be paid to a Person other than the Person in whose name the Certificate is registered, as the case may be, and it shall be a condition to such payment that the Certificate so surrendered shall forthwith be cancelled. No interest will properly endorsed or otherwise be paid or accrued on any amount payable upon due surrender of in proper form for transfer and that the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to Person requesting such a transferee if the Certificate formerly representing such Shares is presented payment shall pay to the Paying Agent, accompanied by all documents Agent any transfer or other Taxes required as a result of such payment to evidence and effect a Person other than the registered holder of such transfer and Certificate or establish to evidence the satisfaction of the Paying Agent that any applicable stock transfer taxes have such Tax has been paid or are is not applicablepayable. If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond, in such reasonable amount as Parent may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent will deliver, in exchange for such lost, stolen or destroyed Certificate, the proper amount of the Merger Consideration, as contemplated by this Article III.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five business days after the Effective Timethereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares Company Common Stock (i) a letter of transmittal specifying (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 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 Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted 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 a check in the amount (after giving effect to any required tax withholdings) Merger Consideration, without interest, for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit Book-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationis to be made to a Person other than the Person in whose name the surrendered Certificate is registered, as the case may be, and it shall be a condition of payment that (x) the Certificate so surrendered shall forthwith be cancelled. No interest will properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid or accrued on any amount payable upon due surrender transfer and other taxes required by reason of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records payment of the Company, Merger Consideration to a check for any cash Person other than the registered holder of such Certificate surrendered or shall have established to be paid upon due surrender the reasonable satisfaction of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the 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 (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by Parent and the Company specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or evidence of Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or evidence of Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash and shares of Parent Common Stock in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any the cash and Parent Common Stock to be paid and issued upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or evidence of 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 Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five (5) business days after the Effective Timethereafter), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying (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) Book-Entry Shares to the Paying Agent Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company prior to the Effective Time may reasonably agree) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration. Notwithstanding anything to the contrary in this Agreement, as the case may be. Upon the surrender no holder of Book-Entry Shares will be required to deliver a Certificate (or effective affidavit an executed letter of loss in lieu thereof) transmittal to the Paying Agent in accordance 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 Book-Entry Share for cancellation to the Paying Agent, together with the terms of such letter of transmittal, if applicable, duly executedcompleted 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 a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares Merger Consideration, without interest, for each Share formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook Entry-Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender If payment of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of a payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer of ownership of Shares that is not registered in and (y) the Person requesting such payment shall have paid any transfer records and other similar Taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book-Entry Share surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 3.2, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article III, without interest.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after within three (3) Business Days) following the Effective Time), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal specifying 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) to the Paying Payment Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Payment Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. The Payment Agent shall accept such Certificates 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 will shall be paid or accrued for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of such Certificates pursuant to this Section 3.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Certificates. In Effective Time, to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration payable in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented respect thereof pursuant 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 applicableprovisions of this Article III.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after following the Effective Time (and in any event no later than five business days after the Effective Timewithin three Business Days), 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 (other than Owned Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Certificates” (if any)) (i) a letter of transmittal specifying in customary form (which will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Price payable with respect to the shares of Company Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beformerly represented thereby pursuant to Section 2.7. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied Certificates by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificate Certificates so surrendered shall will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares and Dissenting Company Shares, as applicable) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares will be cancelled. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Per Share Price payable upon due the surrender of the Certificates. In the event of a such Certificates and transfer of ownership of Uncertificated Shares that is not registered in pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required Effective Time to evidence and effect such transfer and only the right to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive the Per Share Price without interest thereon, payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than within five business days after the Effective TimeBusiness Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (iother than Shares to be cancelled in accordance with Section 2.4(b) and Dissenting Shares) immediately prior to the Effective Time (other than The Depository Trust Company (“DTC”)) (a) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (iib) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the Common Stock applicable Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the case may bePaying Agent’s customary procedures with respect to securities represented by book entry. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Uncertificated Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto and such other documents as may reasonably be requested by the Paying Agent, or, in the case of DTC, the customary surrender procedures of DTC and the Paying Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a check for such properly surrendered Shares, and Parent and the Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationUncertificated Shares, as the case may be, multiplied by (y) the Merger Consideration, and the Certificate or Uncertificated Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableMerger Consideration payable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and Time, but in any no event no later than five the fifth business days after day following the Effective Time), the Surviving Corporation Amalgamated Company shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificates. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check payment in the amount of the Amalgamation Consideration for each Share formerly represented thereby (after giving effect to any required tax withholdings) of (x) the number of Shares represented by to which such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beholder is entitled, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records share register of the Company, a check for any cash the Amalgamation Consideration to be paid upon due surrender of the Certificate therefor may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. If any payment is to be made to a Person other than the registered holder of the Certificate surrendered in exchange therefor, it shall be a condition of such payment that the Person requesting such exchange shall pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate surrendered, or shall establish to the reasonable satisfaction of Parent or the Paying Agent that such tax has been paid or are is not applicable.

Payment Procedures. (a) At the Effective Time, Parent shall wire in immediately available funds to a paying agent selected by Company and approved by Parent, which approval shall not be unreasonably withheld (the "Paying Agent"), for exchange in accordance with this Section 4.1, the Aggregate Cash Consideration less the sum of (A) the aggregate amount of the Escrow Deposits, and (B) the aggregate amounts of the Promissory Notes. Promptly after the Effective Time (Time, Parent and in any event no later than five business days after the Effective Time), the Surviving Corporation Stockholder Representative shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which represented shares of Company Capital Stock immediately prior to the Effective Time (ithe "Certificates") a letter of appropriate transmittal specifying materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to such Certificates shall pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) such Certificates, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Agent). The Certificate or Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common representing Company Capital Stock Merger Consideration or Preferred Stock Merger Consideration, so delivered shall be duly endorsed as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatesrequire. In the event of a transfer of ownership of Shares shares of Company Capital Stock represented by Certificates that is are not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate Cash Merger Consideration provided in Section 3.2 may be paid issued to such a transferee if the Certificate formerly Certificates representing such Shares is presented shares are delivered to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and by evidence satisfactory to evidence the Paying Agent that any applicable stock transfer taxes have been paid paid. If any Certificate shall have been lost, stolen, mislaid or are not applicabledestroyed, 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 and the Paying Agent may reasonably require and (iii) any other documents necessary to evidence and effect the bona fide exchange thereof, the Paying 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. The Paying Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Parent shall pay all charges and expenses, including those of the Paying Agent, in connection with the distribution of the Cash Merger Consideration.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective and affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate for cancellation (or effective due submission of an affidavit of loss in lieu thereof) to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate (or submitter of such affidavit, as the case may be) shall be entitled to receive in exchange therefor therefor, a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 5.1(d)) or other entity of any kind or nature.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate so surrendered shall forthwith will be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, Agent accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after The CCRPC shall pay, or cause to be paid, to the Effective Time (RECIPIENT progress payments which may be monthly or as otherwise agreed to by the parties for actual costs incurred as determined by using cost records for each Task and in any event no later than five business days after expense line items such as labor, benefits and direct and indirect costs of the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying that delivery required services covered by this Agreement. Requests for payment shall be effectedaccompanied by progress reports and be made directly to the CCRPC, for all work. Request for payment for sub-consultant activities shall be included with the RECIPIENT’s submittals and will be documented separately. The CCRPC shall pay for all approved services, expenses and materials accomplished or used during the period of this Agreement, and risk of loss and title to Certificates only that effort will be included on invoices under this Agreement. The above payments shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent be made promptly in accordance with applicable STATE and Federal regulations. The CCRPC shall seek to make payments within sixty (60) days of receipt of an invoice from the terms RECIPIENT. All payments by the CCRPC under this Agreement will be made in reliance upon the accuracy of such letter all prior representations by the RECIPIENT including but not limited to bills, invoices, progress reports and other proofs of transmittalwork. The completion of the Agreement is subject to the availability of funds. Payment must be requested using an invoice showing the name of project, duly executedperiod in which work is completed, amount billed for the holder period of such Certificate work completed, amount billed to date and balance by task. Progress Reports must be submitted with each invoice. Invoice and supporting documentation shall be entitled submitted electronically to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationXxxxxx Xxxxx, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesSenior Business Manager at xxxxxx@xxxxxxx.xxx. In the event of a transfer multi-year or overlapping fiscal year contract, all expenses incurred in a given fiscal year must be billed in that fiscal year in order to qualify for reimbursement. All invoices must include the certification of ownership expense clause: “By signing this report, I certify to the best of Shares my knowledge and belief that the report is not registered true, complete, and accurate, and the expenditures, disbursements and cash receipts are for the purposes and objectives set forth in the transfer records terms and conditions of the CompanyFederal award. I am aware that any false, fictitious, or fraudulent information, or the omission of any material fact, may subject me to criminal, civil or administrative penalties for fraud, false statements, false claims or otherwise. (U.S. Code Title 18, Section 1001 and Title 31, Sections 3729-3730 and 3801-3812).” Attachments C & D are provisions that flow down from CCRPC’s Agreement with the State of Vermont to the RECIPIENT, and therefore become a check for part of this Agreement, as applicable. Should any cash to be paid upon due surrender of the Certificate may provisions be paid to such a transferee if contradictory or in conflict with another, the Certificate formerly representing such Shares is presented to provisions flowing down from 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.specific funding source from CCRPC’s Agreement shall be primary. ATTACHMENT C: STANDARD STATE PROVISIONS FOR CONTRACTS AND GRANTS

Payment Procedures. Promptly after the Effective Time (and Time, but in any no event no later more than five (5) business days after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties hereto specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.2(f)) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.2(f)) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.2(f)) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in an amount equal to the amount Merger Consideration (after giving effect to any required tax withholdings) of for each Share (xother than Dissenting Shares) the number of Shares formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) Book-Entry Share that such holder has the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any cash the Merger Consideration to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after following the Effective Time (and in any event no later than five business days after the Effective Timewithin three Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (1) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and shares of Company Restricted Stock) (ithe “Certificates”); and (2) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares, Owned Company Shares and shares of Company Restricted Stock) (the “Uncertificated Shares”) (A) a letter of transmittal specifying in customary form (which will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent); and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price payable in respect thereof pursuant to Section ‎2.7. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent Payment Agent, together with such letter of transmittal duly completed and validly executed in accordance with the terms instructions thereto (or in the case of a lost, stolen or destroyed Certificate, upon delivery of an affidavit (and bond, if required) in accordance with the provisions of Section ‎2.11), the holders of such letter of transmittal, duly executed, the holder of such Certificate shall Certificates will be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied Certificate; by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificate Certificates so surrendered shall will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (I) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (II) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Per Share Price payable upon due the surrender of such Certificates and Uncertificated Shares pursuant to this Section ‎2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the CertificatesEffective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof pursuant to Section ‎2.7. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Notwithstanding anything to the Paying Agentcontrary in this Agreement, accompanied by all documents no holder of Uncertificated Shares will be required to evidence and effect provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such transfer and holder is entitled to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive pursuant to Section ‎2.7.

Payment Procedures. Promptly after As promptly as practicable following the Effective Time (and Time, but in any event no later than within five business days after following the Effective Time)Closing Date, Parent and the Surviving Corporation shall cause the Paying Payment Agent to mail (i) to each holder of record (as of Shares immediately prior to the Effective Time) of shares of Company Common Stock represented by Certificates (iA) a letter of transmittal specifying in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II and (ii) to each holder of Uncertificated Shares, a notice that the Merger has become effective. Each holder of shares of Company Common Stock represented by a Certificate that have been converted into the right to receive the Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive the Merger Consideration in exchange therefor a check in the amount (after giving effect to any required tax withholdings) respect of (x) the number such shares of Shares Company Common Stock represented by a Certificate, upon surrender to the Payment Agent of a Certificate, together with a duly completed and validly executed letter of transmittal and such Certificate (other documents as may reasonably be requested by the Payment Agent. Until so surrendered or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationtransferred, as the case may be, and each such Certificate shall represent after the Certificate so surrendered shall forthwith be cancelledEffective Time for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender or transfer of such Certificate. Payment of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash Merger Consideration to be paid upon due surrender in consideration therefore, to which such holders are entitled pursuant to the terms of this Agreement with respect to Uncertificated Shares shall be made promptly following the Effective Time without any action on the part of the Certificate may person in whose name such Company Book-Entry Shares are registered. Payment of the cash amounts to be made to holders of Company Compensatory Awards, as contemplated to be paid pursuant to Section 2.7(d), shall be made by the Paying Agent to UBS Financial Services, LLC as custodian for the Company Compensatory Awards promptly following the Effective Time without any action on the part of such a transferee if holders of Company Compensatory Awards or in such other manner as the Certificate formerly representing such Shares is presented Company and Parent shall reasonably agree prior to Closing. Notwithstanding anything in this Agreement to the Paying Agentcontrary, accompanied by all documents required the Company may, at its option, fund the cash amounts to evidence be paid at the Closing to the holders of Company Compensatory Awards (such amounts, “Escrowed Compensatory Payments”), to UBS or a third party escrow agent, no more than three (3) Business Days prior to Closing, to be held in trust for and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableautomatically released to, the holders of the Company Compensatory Awards promptly following the Effective Time.

Payment Procedures. Promptly after the Effective Time (and in any event no later than within five business days after (5) Business Days) following the Effective Time), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of a certificate or certificates (the "Certificates"), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal specifying 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) to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Payment Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. The Payment Agent shall accept such Certificates 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 will shall be paid or accrued for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of such Certificates pursuant to this Section 3.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Certificates. In Effective Time, to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration payable in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented respect thereof pursuant 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 applicableprovisions of this Article III.

Payment Procedures. Promptly after the Effective Time Time, but in no event more than ten (and in any event no later than five business 10) days after the Effective Time), the Surviving Corporation shall or Parent will cause the Paying Agent to mail to each holder of record of Shares shares of Common Stock (iother than Excluded Shares) a letter of transmittal specifying in customary form reasonably acceptable to the Company and Parent (which shall specify that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2(e)(vi)) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) Agent), instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as and an appraisal notice meeting the case may berequirements of Part 13 of the MBCA. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2(e)(vi)) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in an amount equal to the amount Merger Consideration (after giving effect to any required tax Tax withholdings) for each share of Common Stock (xother than Excluded Shares and Dissenting Shares) the number of Shares formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) Book-Entry Share that such holder has the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Section 2, and the Certificate or Book-Entry Share so surrendered shall forthwith will be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any cash the Merger Consideration to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later than five three business days after the Effective Timethereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each Person who was, immediately prior to the Effective Time, a holder of record of Shares shares of Company Common Stock (other than the shares of Company Common Stock to be canceled in accordance with Section 2.01(b)) (i) a letter of transmittal specifying (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, in the case of Certificates, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agree in writing 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) Book Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beprovided in Section 2.01(c). Upon the (A) surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancelation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with 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 the shares of Company Common Stock represented by such Certificate or such Book Entry Share shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) Merger Consideration for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may besuch Book Entry Share, and the Certificate or Book Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender If payment of the Certificates. In Merger Consideration is to be made to a Person other than the event Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of a payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, (y) the Person requesting such payment shall have paid any transfer of ownership of Shares that is not registered in the transfer records and other Taxes required by reason of the Company, a check for any cash to be paid upon due surrender payment of the Merger Consideration to a Person other than the registered holder of such shares of Company Common Stock represented by such Certificate may be paid to or such a transferee if the Certificate formerly representing such Shares is presented Book Entry Share surrendered and shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable, and (z) the respective holder and the Person requesting such payment represents and agrees that it is the beneficial owner of such Merger Consideration for all Tax purposes. Until surrendered as contemplated by this Section 2.02, each Certificate and Book Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than five business days after the ------------------ Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of a certificate or certificates which at the Effective Time represented Shares (the "Certificates"), the following documents: (i) a letter of transmittal specifying (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) to the Paying Payment Agent and shall be in such form and have such other provisions as GGC, CytRx and the Payment Agent may reasonably specify); and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled entitled, subject to Section 2.3, to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on misplaced a Certificate, or a Certificate has been destroyed or stolen, an affidavit of loss thereof (together with an appropriate indemnity and bond and any amount payable upon due surrender other document necessary to evidence and effect such bona fide transfer, if CytRx so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to CytRx and the Payment Agent shall accompany such letter of transmittal in lieu of the Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer records of the CompanyGGC, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate (other than Dissenting Shares to which statutory dissenters' rights have been perfected as provided in Section 2.1(d)) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto subject to Sections 2.3 and Article VIII. No interest shall accrue or be paid to any beneficial owner of Shares or are any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate. CytRx and the Payment Agent shall not applicablebe obligated to deliver any Merger Consideration until a holder of Shares surrenders such holder's Certificate or Certificates of Shares for exchange in accordance with this Section 2.2(b).

Payment Procedures. Promptly after (a) At the Closing, Parent shall deliver (i) to Wilmington Trust Corp. (or another payment agent designated by Parent and reasonably acceptable to the Company), acting as payment agent in connection with the Merger (the "Payment Agent"), in exchange for shares of the Company Capital Stock outstanding immediately prior to the Effective Time the portion of the Merger Consideration as set forth on Allocation Spreadsheet, (ii) to the Escrow Agent, an amount (the "Escrowed Amount") equal to the sum of (x) Two Million Dollars ($2,000,000) plus (y) 150% of the aggregate amount of consideration that would otherwise be payable pursuant to this Agreement to holders (the "Non-Consenting Stockholders") of Company Capital Stock that have not delivered to the Company as of the date immediately prior to the Closing Date written consents approving this Agreement and in any event no later than five business days after the Effective Timeconsummation of the transactions contemplated hereby (the portion of the Escrowed Amount determined pursuant to this clause (y) is herein referred to as the "Dissenting Shares Escrow Amount"), the Surviving Corporation shall cause the Paying Agent to mail (iii) to each holder of record of Shares shares of Company Capital Stock that were converted into the right to receive cash, (iA) a letter of transmittal specifying in customary form (including an accompanying Substitute Form W-9) (each, a "Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates representing outstanding shares of Company Capital Stock (each, a "Company Certificate") shall pass, only upon delivery of the Company Certificates (or effective affidavits of loss in lieu thereof) to the Paying Payment Agent and (iiB) instructions for use in effecting the surrender of the Company Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock relevant portion of the Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate and (or effective affidavit of loss in lieu thereofiv) to the Paying Agent Stockholder Representative any remaining amounts set forth on the Allocation Spreadsheet to be distributed by the Stockholder Representative in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableAllocation Spreadsheet.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) At least 30 (thirty) days prior to a letter Payment Date, MCC will submit an invoice (substantially in the form of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates invoice provided in Schedule (or effective affidavits of loss in lieu thereof2) hereto) to the Paying Escrow Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationCompany, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent prepared in accordance with the terms Financing Agreement and reflecting the amounts due on the immediately next scheduled Payment Date and the Escrow Agent shall pay the invoice amount on the Payment Date, to MCC the required payment by wire transfer to the address set forth on such invoice, from the Service Account and in the event of shortfall, to the extent required from the Reserve Account, subject to the availability of such letter of transmittal, duly executedfunds in the Reserve Account. Notwithstanding the foregoing, the holder Company may, from time to time, upon its request in writing to MCC at least ten (10) days prior to a particular Payment Date, with MCC's prior written consent, not be unreasonably withheld, elect to make payment of amounts due under any Promissory Note, directly to MCC, and MCC, in such Certificate event, agrees not to draw on the Accounts for such payment. The Escrow Agent is authorized by the Company to effect payment in accordance with the invoice of MCC, which shall be entitled deemed to receive in exchange therefor a check be conclusive evidence of the amount payable by the Company to MCC. The payments will be made to MCC by conversion of the funds in the amount Service Account (after giving effect and to any required tax withholdingsthe extent of shortfall if any, from the Reserve Account) into US Dollars, subject to SBP making US dollar funds available for repatriation to MCC at the official rate of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledexchange. No interest It will be paid or accrued on any amount payable upon due surrender the sole responsibility of the CertificatesCompany to provide all the necessary documents to the Escrow Agent, required for approvals form the SBP, for the repatriation of said payments at least 28 calendar days before the Payment Date. The Company will also copy a set of these documents to MCC simultaneously. The Escrow Agent undertakes to ensure that the documents are submitted to the SBP within a period of 10 calendar days of the receipt of documents. In the event the Escrow Agent fails to do so, all cost, losses or charges incurred by the Company or MCC as a direct result of a transfer of ownership of Shares that is not registered in such failure shall be for the transfer records account of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Escrow Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (other than holders of Excluded Shares) (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably agree, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable. For the purposes of this Agreement, the term "Person" shall mean any individual, corporation (including not-for-profit), general or limited partnership, limited liability company, joint venture, estate, trust, association, organization, Governmental Entity (as defined in Section 5.1(d)) or other entity of any kind or nature organized or existing under the Laws of any jurisdiction.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time)Except as otherwise provided herein, the Surviving Corporation Company shall cause pay principal of and interest on this Note at the office or agency of the Paying Agent located at 0000 Xxxxxx Xxxx, Xxxxx 000, Xxxxxxxxx Xxxxx, XX 00000, or at such other place or places as the Company shall designate by notice to mail to each holder the registered Holders as the Payment Office (the "Payment Office"). Payments of record of Shares interest (iother than interest payable on the Maturity Date) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (made by wire transfer in immediately available funds or effective affidavits of loss in lieu thereof) check mailed to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationregistered Holder, as such person's address appears on the case may beSecurity Register. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Interest payable on any Interest Payment Date shall be payable to the Paying Agent Holder in accordance with whose name this Note is registered at the terms close of business on the Applicable Record Date, next preceding such letter of transmittalInterest Payment Date for such Interest Payment Date, duly executedexcept that interest not paid on the Interest Payment Date, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationif any, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued to the Holder in whose name this Note is registered at the close of business on a Special Record Date fixed by the Company (a "Special Record Date"), notice of which shall be given to the Holder not less than ten days prior to such Special Record Date. (The Applicable Record Date and Special Record Date are referred to herein collectively as the "Record Dates"). To the extent permitted by applicable law, interest shall accrue, at the rate at which interest accrues on the principal of this Note, on any amount payable upon due surrender of principal or interest on this Note not paid when due. All payments on this Note shall be applied first to accrued interest and then the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Companybalance, a check for any cash if any, 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 applicableprincipal.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five ten (10) business days after the Effective Timethereafter), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of Shares 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 specifying 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) to the Paying Agent Exchange Agent), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect of such Certificates and any dividends and other distributions to which the case may beholder of such Certificates is entitled pursuant to SECTION 2.11 hereof. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of each such Certificate shall be entitled to receive in exchange therefor a check the Merger Consideration payable in respect of the amount (after giving effect to any required tax withholdings) of (x) the number of Company Shares represented by such Certificate (or effective affidavit and any dividends and other distributions to which the holder of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may besuch Certificates is entitled pursuant to SECTION 2.11 hereof, and the Certificate so surrendered shall forthwith be cancelled. 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 will shall be paid or accrued for the benefit of holders of the Certificates on any amount the cash payable upon due the surrender of such Certificates pursuant to this SECTION 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Certificates. In Effective Time to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration payable in the transfer records respect of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate Company Shares formerly representing such Shares is presented represented thereby pursuant to the Paying Agent, accompanied by all documents required terms of this ARTICLE II and any dividends and other distributions to evidence and effect which the holder of such transfer and Certificates is entitled pursuant to evidence that any applicable stock transfer taxes have been paid or are not applicableSECTION 2.11 hereof.

Payment Procedures. Promptly after Prior to LBB's mailing of the Effective Time (and Notice for the Special Meeting as described in any event no later than five business days after the Effective Time)Section 6.8 of this Merger Agreement, the Surviving Corporation SFSC shall cause the Paying Agent to mail prepare for distribution to each holder shareholder of record of Shares (i) LBB with such Notice a letter of transmittal specifying ("Letter of Transmittal") for use by such shareholder to surrender the certificate(s) (the "Certificates") representing the shareholder's shares of LBB Common Stock that will be converted into the Merger Consideration. Each Letter of Transmittal will be accompanied by instructions regarding the shareholder's surrender of his or her Certificates. Each Letter of Transmittal shall specify that delivery shall be effectedeffective, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates to SFSC, and shall provide that, in the event that the Closing and the Effective Time do not occur, any Certificates so surrendered promptly shall be returned to the holder of record (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (his or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Considerationher attorney-in-fact), as the case may be, together with the executed Letter of Transmittal, and shall further provide that the surrender of the shares represented by the Certificates shall be conditioned on, and shall become effective only upon the occurrence of, the Closing and the Effective Time. Upon the surrender of a Certificate (or effective affidavit for cancellation to SFSC, together with such Letter of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittalTransmittal, duly executed, and subject to the occurrence of the Closing and the Effective Time, the holder of such Certificate shall be entitled to receive in exchange therefor a check in cash representing the amount (after giving effect to any required tax withholdings) consideration for such shares of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the LBB Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beprovided in Section 2.6, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescancelled and payment made forthwith. In the event of a transfer of ownership of Shares that is shares of LBB Common Stock which are not registered in the transfer records of LBB, cash representing the Company, a check for any cash to be paid upon due surrender of the Certificate proper consideration may be paid issued to such a transferee if the Certificate formerly representing such Shares shares of LBB Common Stock is presented to the Paying AgentSFSC, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid or are not applicablepaid. Until surrender as contemplated by this Section 3.3, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive cash upon such surrender as contemplated by Section 2.6.

Payment Procedures. Promptly As soon as practicable after the Effective Time (and Time, but in any no event no later than five business days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a Certificate (i) a letter of transmittal specifying (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) to the Paying Agent Agent, and which shall be in such form and shall have such other provisions 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) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a each Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent Agent, together and in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check the Merger Consideration payable in respect of the amount (after giving effect to any required tax withholdings) shares of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered surrendered, subject to any taxes required to be withheld, and such Certificate shall forthwith be cancelledcanceled. Until surrendered as contemplated by this Section 2.2(b), each Certificate shall be deemed for all purposes 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 evidenced thereby. Holders of Certificates will not be entitled to payment of the Merger Consideration to which they would otherwise be entitled until their Certificates are properly surrendered. No interest will be paid or accrued will accrue on any amount the cash payable upon due surrender of the Certificatesany Certificate. In the event of a transfer of ownership of Shares that is not registered in the transfer records All costs and expenses of the Company, a check for any cash to Paying Agent will 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 borne 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 applicableParent.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Shares) whose shares were converted into the right to receive the Merger Consideration pursuant to this Article II: (i) a letter of transmittal specifying (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) to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock payable in respect thereof pursuant to this Article II (which instructions shall provide that, at the election of the surrendering holder, Certificates may be surrendered, and the Merger ConsiderationConsideration in exchange therefor collected, as the case may beby hand delivery). Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by the Payment Agent, the holder of such Certificate Certificates shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beto which such holder is entitled pursuant to this Article II, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest Until so surrendered, outstanding Certificates will be paid or accrued on any amount payable upon due surrender of deemed from and after the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyEffective Time, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agentall corporate purposes, accompanied by all documents required to evidence and effect such transfer and the right to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive the Merger Consideration payable in respect thereof pursuant to this Article II.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after Reasonably promptly following the Effective Time), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Capital Stock (other than treasury shares, shares held by Parent, Merger Sub or any Subsidiary of the Company, Dissenting Company Shares and Redeemed Series B Shares) (i) a letter of transmittal specifying 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) to the Paying Agent Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as applicable Per Share Amount payable in respect thereof pursuant to the case may beprovisions of this Article II. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Shares represented shares of Company Capital Stock evidenced by such Certificate (or effective affidavit of loss in lieu thereof) multiplied Certificate, by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beapplicable Per Share Amount (less any applicable withholding Taxes payable in respect thereof), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. The Paying Agent shall accept such Certificates upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Certificates on any amount the applicable Per Share Amount payable upon due the surrender of such Certificates pursuant to this Section 2.8. Until so surrendered, outstanding Certificates shall be deemed from and after the CertificatesEffective Time, to evidence only the right to receive the applicable Per Share Amount, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. In Promptly following the event receipt of a transfer letter of ownership transmittal and the Certificate(s) from a holder of Shares that is not registered in record, Parent and the transfer records Surviving Corporation shall cause the Paying Agent to pay to such holder of record (as of immediately prior to the Effective Time) of outstanding shares of Company Capital Stock (other than treasury shares, shares held by Parent, Merger Sub or any Subsidiary of the Company, a check for any cash to be paid upon due surrender Dissenting Company Shares and Redeemed Series B Shares) represented by book-entry on the records of the Certificate may be paid to such a transferee if Company or the Certificate formerly representing such Shares is presented Companys transfer agent on behalf of the Company, an amount in cash equal to the Paying Agentproduct obtained by multiplying (x) the aggregate number of shares of Company Capital Stock held by such holder immediately prior to the Effective Time and (y) the applicable Per Share Amount, accompanied by all documents required to evidence and effect such transfer and to evidence that less any applicable stock transfer taxes have been paid or are withholding, Taxes payable in respect thereof. Notwithstanding anything herein to the contrary, Consideration payable in respect of each Company Warrants, Company Options and Company Stock-Based Awards shall be payable pursuant to Section 2.7 and Section 2.8(c) and not applicablepursuant to this Section 2.8(d), and no deposit shall be made with the Paying Agent by Parent in respect of the Company Warrants, Company Options and Company Stock-Based Awards.

Payment Procedures. Promptly after the Effective Time (Time, Parent and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares (the "Certificates") (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereofthereof in accordance with Section 1.7(d)) to the Paying Agent Payment Agent, and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for payment of the Common Stock Merger Consideration or Preferred Stock applicable Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) equal to the Merger Consideration multiplied by the number of Shares theretofore represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid. Promptly after the Effective Time, Parent and the Surviving Company shall cause the Payment Agent to mail to each holder of a Stock Option outstanding at the Effective Time (excluding any Stock Option for which payment already has been made by the Company pursuant to Section 1.6(c) hereof) a check with respect to all Stock Options held by such holder in an amount determined in accordance with Section 1.6(c) hereof (after giving effect to any required tax withholdings). No interest will be paid or are not applicableaccrued on any amount payable pursuant to Section 1.6(c) hereof in respect of Stock Options.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the Each holder of such Certificate Common Certificates or Common Book-Entry Shares shall be entitled to receive in exchange therefor a check (i) Common Stock Consideration in the form of separate certificates or share deposit receipts for Acquiring Fund Common Stock and (ii) cash in an amount (after giving effect equal to any required tax withholdings) of (x) the number of Shares Common Cash Consideration, for each share formerly represented by such Common Certificate or Common Book-Entry Shares (less any required withholding taxes) and such Common Certificate or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered Book-Entry Shares shall forthwith then be cancelled. No interest will shall be paid or accrued for the benefit of holders of the Common Certificates or Common Book-Entry Shares on the Common Cash Consideration. (ii) If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that the Certificate or Book- Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any amount transfer and other taxes required by reason of the payment of the Merger Consideration, as applicable, to a person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of the Acquiring Fund that such tax either has been paid or is not applicable. (iii) Until surrendered as contemplated by, and in accordance with, this paragraph 3.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Date to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this paragraph 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 CertificatesPaying Agent, in connection with the exchange of Acquired Fund Common Stock for Merger Consideration. In None of the event 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 transfer date which is immediately prior to such time as such amounts would otherwise escheat to or become property of ownership 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 is not registered 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 records books of the CompanyAcquired 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, 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 Certificates or Book-Entry Shares is presented to the Paying AgentAgent for transfer shall be canceled and exchanged for the Merger Consideration, accompanied by all documents required to evidence as applicable, provided for, and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.in accordance with the procedures set forth in, this Article 3. 3.3

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Exchange Agent to mail to each holder of record (as of Shares the Effective Time) of a Share Certificate, which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (i) a letter of transmittal specifying in customary form (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 thereof) to the Paying Agent Exchange Agent, and (ii) instructions for use in effecting the surrender of the Share Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Share Certificates for cancellation to the Paying Exchange Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of such Share Certificate shall be entitled to receive in exchange payment therefor a check in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the Merger Consideration and the number of Shares shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beShare Certificate, and the Share Certificate so surrendered shall be forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares that is not registered in the stock transfer records books of Company, the proper amount of cash and Parent Common Stock may be paid in exchange therefor to a person other than the person in whose name the Share Certificate so surrendered is registered if such Share Certificate shall be properly endorsed or otherwise be in proper form for transfer and the person requesting such payment shall pay any transfer or other taxes required by reason of the Company, payment to a check for any cash person other than the registered holder of such Share Certificate the Merger Consideration or establish to the satisfaction of Parent that such tax has been paid or is not applicable. The Exchange Agent shall accept such Share 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 Share Certificates on the cash payable upon due the surrender of the Certificate may Share Certificates. Until so surrendered, outstanding Share Certificates will be paid to such a transferee if deemed from and after the Certificate formerly representing such Shares is presented to the Paying AgentEffective Time, accompanied by all documents required to evidence and effect such transfer and only the right to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive the Merger Consideration.

Payment Procedures. Within five (5) days following the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal in the form set forth in Exhibit D (a “Letter of Transmittal”) and a Joinder to each Preferred Stockholder at the address or e-mail address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any of such documents have previously been received by Parent prior to the Closing from such Stockholder). Promptly (but in no event more than five Business Days) following delivery to the Exchange Agent of a duly completed and executed Letter of Transmittal, Joinder and any applicable tax forms that the Exchange Agent may reasonably require in connection therewith (except to the extent any of such documents have previously been received by Parent prior to the Closing from such Stockholder) (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and a certificate representing shares of Company Capital Stock, if any (the “Company Stock Table of Contents Certificates”), (i) Parent shall cause the Exchange Agent to pay to the Stockholder for delivering such Exchange Documents and Company Stock Certificates, if any, the cash portion of the Merger Consideration payable in respect thereto pursuant to Section 1.6(b)(i) at Closing as set forth in the Payment Spreadsheet and (ii) Parent shall cause its transfer agent to issue to the Stockholder the shares of Parent Common Stock issuable in respect thereto pursuant to Section 1.6(b)(i) as set forth in the Payment Spreadsheet, and the Company Stock Certificate so surrendered, if any, shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable hereunder in exchange for shares of Company Capital Stock (and in any event no later than five business days after the Effective Timewithout interest). Subject to Section 1.7(e), no portion of the Surviving Corporation shall cause Merger Consideration will be paid to the Paying Agent holder of any unsurrendered Company Stock Certificate with respect to mail to each shares of Company Capital Stock represented thereby until the holder of record of Shares (i) a letter of transmittal specifying that delivery such Company Stock Certificate shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common such Company Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofif any) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablevalidly executed Exchange Documents pursuant hereto.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Alvarion shall cause the Paying Agent to mail to each holder of record (immediately prior to the Effective Time) of outstanding Interwave Shares (other than those holders who had previously properly delivered their certificates or certificates which immediately prior to the Effective Time represented outstanding Interwave Shares (each, a "Certificate" and collectively, the Certificates") to the Paying Agent): (i) a letter of transmittal specifying 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) to the Paying Agent Agent), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Per Share Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange payment therefor a check the Per Share Consideration multiplied, in the amount (after giving effect to any required tax withholdings) of (x) the number of each case, by all Interwave Shares formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificates, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.3 upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be paid or accrued on any amount payable upon due surrender deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the Certificates. In right to receive the event of a transfer of ownership of Per Share Consideration into which such Interwave Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes shall have been paid or are not applicableconverted.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") whose shares were cancelled in the Merger pursuant to Section 2.1(c) the following documents: (i) a letter of transmittal specifying (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) to the Paying Payment Agent and shall be in such form and have such other provisions 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) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Parent so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares Company Common Stock is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of shares of Company Common Stock or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly after the Effective Time (and Time, but in any no event no later more than five business days (5) Business Days after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties hereto specifying that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.3(f)) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereofthereof and a bond, if required, pursuant to Section 2.3(f)) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in an amount equal to the amount Merger Consideration (after giving effect to any required tax withholdings) of for each Share (xother than Dissenting Shares) the number of Shares formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) Book-Entry Share that such holder has the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any cash the Merger Consideration to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time Time, (and in any event no later than five business days after the Effective Timethree (3) Business Days thereafter), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Company Common Stock (including Restricted Stock) immediately prior to the Effective Time that thereafter was converted at the Effective Time into the right to receive the applicable Merger Consideration and that has not theretofore submitted its Certificates or Book-Entry Shares with a Form of Election (i) a letter of transmittal specifying (which, in the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Book-Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent or, in accordance 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 the terms of such letter of transmittal, duly executedcompleted 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 Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect therefor, subject to any required tax withholdings) withholding of (x) the number Taxes in accordance with Section 2.7(h), for each share of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Company Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, (including Restricted Stock) surrendered (and the Certificate so any Certificates surrendered shall forthwith be cancelled) (I) the Stock Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.4 and Section 2.5, and/or (II) a check or wire transfer representing the amount of (A) the Cash Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.1(e), Section 2.4 and Section 2.5, (B) any dividends or distributions which the holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with Section 2.7(c) and (C) a check or wire transfer representing the Fractional Share Consideration, without interest, resulting from the rounding-down of any shares of Parent Common Stock otherwise issuable pursuant to (I) above. No interest will be paid or accrued on If payment of any amount payable upon due surrender portion of the Certificates. In Aggregate Merger Consideration is to be made to a Person other than the event of a transfer of ownership of Shares that Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is not registered in the transfer or stock records of the Company, it shall be a check for condition of payment that (A) the Person requesting such exchange present proper evidence of transfer and (B) the Person requesting such payment shall evidence payment of any cash to be paid upon due surrender transfer and other Taxes required by reason of the payment of such portion of the Aggregate Merger Consideration to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or Book-Entry Share surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect reasonable satisfaction of the Surviving Company that such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.7, each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration for each applicable share of Company Common Stock as contemplated by this Article II, without interest.

Payment Procedures. Promptly after the Effective Time (and in any event no later than within five business days after (5) Business Days) following the Effective Time), the Surviving Corporation Parent and Merger Sub shall cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares) (i) a letter of transmittal specifying 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) to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Payment Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. The Payment Agent shall accept such Certificates 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 will shall be paid or accrued for the benefit of holders of the Certificates on any amount the Merger Consideration payable upon due the surrender of such Certificates pursuant to this Section 3.8. Until so surrendered, outstanding Certificates shall be deemed from and after the Certificates. In Effective Time, to evidence only the event of a transfer of ownership of Shares that is not registered right to receive the Merger Consideration payable in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented respect thereof pursuant 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 applicableprovisions of this Article III.

Payment Procedures. Promptly after The Company shall prepare a transmittal form (the Effective Time (and in “Letter of Transmittal”) which shall have been approved by Parent prior to distribution to any event no later than five business days after holder of Shares, advising such holders of the Effective Time), the Surviving Corporation shall cause procedure for surrendering to the Paying Agent to mail Certificates and Book-Entry Shares in exchange for the Per Share Merger Consideration payable with respect to each holder such Share. The Letter of record of Shares (i) a letter of transmittal specifying Transmittal shall provide, among other things, that delivery shall will be effected, and risk of loss and title to Certificates shall and Book-Entry Shares will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares, as the case may be, to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Per Share Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as reasonably may be requested by the Paying Agent, the holder of such Certificate shall or Book-Entry Share will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered shall forthwith will be cancelledcancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates 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, a check for any cash to be paid upon due surrender of the Certificate or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly (i) As soon as possible after the Effective Time (and in any event no later than five business days after the Effective Timewithin three (3) Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Applicable Company Shares (iother than Excluded Shares and Dissenting Shares) (A) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall passpass to the Paying Agent, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Agent, and which letter shall be in such form and have such other provisions as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Per Common Stock Share Merger Consideration or Per Preferred Stock Share Merger Consideration, as and if applicable, to which the case may beholder thereof is entitled. Upon the surrender of a any Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto, and such other documents as may be reasonably required by the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor a check an amount of cash in the amount (after giving effect immediately available funds equal to any required tax withholdings) of (x) with respect to Certificates representing Common Shares: (1) the number of Common Shares represented by such Certificate (or effective affidavit affidavits of loss in lieu thereof) multiplied by (y) the Per Common Stock Share Merger Consideration (less any required Tax withholdings as provided in Section 2.2(h)) and (y) if the Charter Amendment becomes effective in accordance with Section 2.3, with respect to Certificates representing Preferred Shares: (1) the number of Preferred Shares represented by such Certificate (or affidavits of loss in lieu thereof) multiplied by (y) the Per Preferred Stock Share Merger Consideration, Consideration (less any required Tax withholdings as the case may beprovided in Section 2.2(h)), and in each case the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificatescanceled. In the event of a transfer of ownership of Applicable Company Shares that is not registered in the transfer records of the Company, payment may be made to a check Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any cash to be paid upon due surrender transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented or establish to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of Parent that such transfer and to evidence that any applicable stock transfer taxes have Tax has been paid or are is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.2.

Payment Procedures. Promptly Within one (1) day after the Effective Time (and in any event no later than five business days after Closing Date, Parent shall direct the Effective Time), the Surviving Corporation shall cause the Paying Payment Agent to mail to each holder of record of Shares (i) Effective Time Stockholder a letter of transmittal specifying in substantially the form attached hereto as Exhibit E (a “Stockholder Transmittal Letter”), which shall (i) specify that delivery shall be effected, and risk of loss and title to Certificates a certificate(s) representing shares of the Company Capital Stock that are being converted into the right to receive payment pursuant to Section 1.7(b)(i) (each, a “Company Stock Certificate”) shall pass, pass only upon delivery of Certificates (or effective affidavits of loss in lieu thereofsuch certificate(s) to the Paying Payment Agent and after the Effective Time, (ii) be in such form and have such other reasonable provisions not inconsistent with this Agreement as Parent or the Payment Agent may specify, (iii) include IRS Form W-9 or Form W-8BEN or any successor form, as applicable, and (iv) include instructions for use in effecting the surrender of Company Stock Certificate(s) for that portion of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred payable in respect of the shares of Company Capital Stock Merger Consideration, as represented thereby under this Agreement. The payment of the case may be. Upon appropriate Closing Payment to any holder of Company Capital Stock is expressly conditioned upon the surrender execution and delivery of a Certificate (or effective affidavit Stockholder Transmittal Letter, properly completed and duly executed by each such Effective Time Stockholder. After the Effective Time, and after the Payment Agent receives a Company Stock Certificate, together with a properly completed and duly executed Stockholder Transmittal Letter, Parent shall instruct the Payment Agent to promptly pay to such Effective Time Stockholder that portion of loss in lieu thereof) the Merger Consideration payable to such Effective Time Stockholder at the Paying Agent Effective Time of the Merger in accordance with the terms of such letter this Agreement in respect of transmittal, duly executed, the holder shares of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares Company Capital Stock formerly represented by such Certificate Company Stock Certificate(s) (such amount, which for avoidance of doubt does not include the Indemnity Escrow Amount, the Expense Escrow Amount or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationCash Holdback Amount, as the case may be“Closing Payment”), and the Company Stock Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on If payment of any amount payable upon due surrender portion of the Certificates. In applicable Closing Payment is to be made to a Person other than the event Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any transfer and other Taxes required by reason of the payment of those amounts to a transfer Person other than the registered holder of ownership the Company Stock Certificate surrendered, and shall have established to the satisfaction of Shares Parent and the Payment Agent that such Tax has been paid, or (B) shall have established to the satisfaction of Parent and the Payment Agent that such Tax is not registered in applicable. From and after the transfer records of the CompanyEffective Time, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the until surrendered as contemplated by this Section 1.9(b), each Company Stock Certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the applicable Merger Consideration, if any, in respect of such Shares is presented to shares of Company Capital Stock formerly represented thereby in accordance with the Paying Agent, accompanied by all documents required to evidence terms of this Agreement and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablein the manner provided herein.

Payment Procedures. Promptly after following the Effective Time (and and, in any event no later than five business days after the Effective Timeevent, within three Business Days), 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 (other than Owned Company Shares) of one or more certificates that immediately prior to the Effective Time represented issued and outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates” (if any)) (i) a letter of transmittal specifying in customary form (which will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Per Share Price payable with respect to the shares of Company Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beformerly represented thereby pursuant to Section 2.7. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied Certificates by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price, and the Certificate Certificates so surrendered shall will forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no record holder of uncertificated shares of Company Common Stock (other than Owned Company Shares) (the “Uncertificated Shares”) will be required to deliver a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such holder is entitled to receive pursuant to Section 2.7 with respect of such Uncertificated Shares. In lieu thereof, such record holder, upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request), will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares by (2) the Per Share Price, and the transferred Uncertificated Shares will be cancelled. The Payment Agent will accept such Certificates and Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with customary exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Per Share Price payable upon due the surrender of the Certificates. In the event of a such Certificates and transfer of ownership of Uncertificated Shares that is not registered in pursuant to this Section 2.9(c). Until so surrendered or transferred, outstanding Certificates and Uncertificated Shares will be deemed from and after the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required Effective Time to evidence and effect such transfer and only the right to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive the Per Share Price payable in respect thereof pursuant to Section 2.7.

Payment Procedures. Promptly after following the Effective Time (and but in any no event no later than five business days after the Effective Time(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 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 specifying 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) the Book-Entry Shares to the Paying Agent Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article II. Upon the (i) surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holder holders of such Certificate Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article II, and the Certificate Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be cancelled. 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 will shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on any amount the Merger Consideration payable upon due the surrender of the Certificates. In the event of a such Certificates or transfer of ownership of Book-Entry Shares that is not registered pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented respect thereof pursuant 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 applicableprovisions of this Article II.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than five business days after the Effective Time)fifth Business Day following the Closing Date, the Surviving Corporation shall cause the Paying Agent to shall mail to each holder of record of Shares (including Restricted Shares) whose Shares were converted into the Merger Consideration pursuant to Section 1.08, (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually 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 the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate Certificates (or effective affidavit affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedcompleted 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 Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check cash in the an amount (after giving effect equal to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelledpayable in exchange therefor. No interest will be paid or accrued on any amount payable upon due surrender of the CertificatesCertificates (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, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable. Notwithstanding anything in this Agreement to the contrary, each of Parent, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold, or to cause to be deducted or withheld, from the consideration otherwise payable under this Agreement to any holder of Shares (including, for the avoidance of doubt, Restricted Shares), such amounts as may be required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), the rules and regulations promulgated thereunder, or any applicable provision of state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental or Regulatory Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Shares, in respect of which such deduction or withholding were made.

Payment Procedures. Promptly after (i) After the Effective Time (date hereof and in any event no later than five business days after prior to the Effective Time)Closing, the Surviving Corporation Company shall cause the Paying Agent to mail to each holder of record of Shares (i) Company Stockholder a letter of transmittal specifying in substantially the form attached hereto as Exhibit E (a “Stockholder Transmittal Letter”), which shall (A) specify that delivery shall be effected, and risk of loss and title to Certificates a certificate(s) representing shares of the Company Capital Stock that are being converted into the right to receive payment pursuant to Section 2.7(b)(i) (each, a “Company Stock Certificate”) shall pass, pass only upon delivery of Certificates (or effective affidavits of loss in lieu thereofsuch certificate(s) to the Paying Agent after the Effective Time, (B) be in such form and have such other reasonable provisions not inconsistent with this Agreement as Parent and the Representative may specify, (C) include IRS Form W-9 or Form W-8BEN or any successor form and, where required pursuant to the terms of this Agreement, and (iiD) include instructions for use in effecting the surrender of Company Stock Certificate(s) for that portion of the Certificates Final Adjusted Merger Consideration payable in respect of the shares of Company Capital Stock represented thereby under this Agreement. The payment of the appropriate Closing Payment (or effective affidavits as defined below) to any holder of loss in lieu thereof) in exchange for the Company Common Stock Merger Consideration or Preferred Stock Merger Consideration, as is expressly conditioned upon the case may be. Upon the surrender execution and delivery of a Certificate Stockholder Transmittal Letter, properly completed and duly executed by each such Company Stockholder. After the Effective Time, and within two (or effective affidavit of loss in lieu thereof2) to business days after the Paying Agent receives a Company Stock Certificate, together with a properly completed and duly executed Stockholder Transmittal Letter, the Paying Agent shall pay to such Company Stockholder that portion of the Final Adjusted Merger Consideration (determined, solely for purposes of this Section 2.9(d)(i), as if the Final Adjusted Merger Consideration is equivalent to the Estimated Adjusted Merger Consideration) payable to such Company Stockholder in accordance with the terms of this Agreement in respect of the shares of Company Capital Stock formerly represented by such letter Company Stock Certificate(s), less (w) that portion of transmittal, duly executed, the holder Final Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of such Certificate shall be entitled shares of Company Capital Stock that Parent is required to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of withhold from such Company Stockholder under applicable Tax withholding laws, if any, (x) that portion of the number Final Adjusted Merger Consideration otherwise payable to such Company Stockholder in respect of Shares represented by such Certificate (or effective affidavit shares of loss in lieu thereofCompany Capital Stock that Parent is entitled to withhold pursuant to Section 2.8(b) multiplied by and deliver to the Escrow Agent to fund the Escrow Fund, (y) that portion of the Common Stock Final Adjusted Merger Consideration or Preferred otherwise payable to such Company Stockholder in respect of such shares of Company Capital Stock that Parent is entitled to withhold pursuant to Section 2.8(c) and deliver to the Representative to fund the Representative Expense Fund, and (z) that portion of the Final Adjusted Merger ConsiderationConsideration otherwise payable to such Company Stockholder in respect of Unvested Company Capital Stock that Parent is entitled to withhold pursuant to Section 2.9(d)(ii) (such amount less such deductions, with respect to each such Company Stockholder, being referred to herein as the case may be“Closing Payment”), and the Company Stock Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on If payment of any amount payable upon due surrender portion of the Certificates. In applicable Closing Payment is to be made to a Person other than the event Person in whose name the surrendered certificate(s) are registered, it shall be a condition of payment that the Person requesting such payment (A) shall have paid any transfer and other Taxes required by reason of the payment of those amounts to a transfer Person other than the registered holder of ownership the Company Stock Certificate surrendered, and shall have established to the satisfaction of Shares Parent that such Tax has been paid, or (B) shall have established to the satisfaction of Parent that such Tax is not registered in applicable. From and after the transfer records Effective Time, until surrendered as contemplated by this Section 2.8(c), each Company Table of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Contents Stock Certificate formerly representing shares of Company Capital Stock shall be deemed to represent for all purposes only the right to receive the applicable Final Adjusted Merger Consideration, if any, in respect of such Shares is presented to shares of Company Capital Stock formerly represented thereby in accordance with the Paying Agent, accompanied by all documents required to evidence terms of this Agreement and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablein the manner provided herein.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of PhotoWorks Common Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent (or, if such PhotoWorks Common Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such shares to the Paying Agent on a book-entry account statement (it being understood that any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of PhotoWorks Common Shares)), the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article IV, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of PhotoWorks Common Shares that is not registered in the transfer records of the CompanyPhotoWorks, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares 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 Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and Time, but in any event no later than five business days after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record of Shares a Merger Share (i) a letter of transmittal specifying (which shall specify that delivery shall be effected, and risk of loss and title to Certificates the certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon delivery of the Certificates (or effective affidavits transfer of loss in lieu thereof) the Uncertificated Shares to the Paying Agent Agent, and which shall be in such form and shall have such other provisions as is customary) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits transfer of loss in lieu thereof) the Uncertificated Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the (i) surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions (and such other customary documents as may reasonably be required by the Paying Agent), or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may require) in the case of book-entry transfer of Uncertificated Shares, the holder of such Certificate or Uncertificated Shares shall be entitled to receive promptly in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares Merger Consideration, without interest, for each Merger Share formerly represented by such Certificate (or effective affidavit Uncertificated Share, and the Certificate or Uncertificated Share so surrendered or transferred shall forthwith be canceled. If payment of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Preferred Stock Merger Considerationtransferred Uncertificated Shares is registered, as the case may be, and it shall be a condition of payment that (x) the Certificate so surrendered shall forthwith be cancelled. No interest will properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Shares shall be properly transferred and (y) the Person requesting such payment shall have paid or accrued on any amount payable upon due surrender transfer and other Taxes (other than income Taxes) required by reason of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records payment of the Company, a check for any cash Merger Consideration in respect thereof or shall have established to be paid upon due surrender the reasonable satisfaction of the Certificate may be paid to Surviving Corporation that such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have Tax either has been paid or are is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Uncertificated Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Article II, without interest.

Payment Procedures. Promptly As soon as reasonably practicable after the Effective Time (and in any event no later than within five business days after the Effective TimeBusiness Days), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares (iother than Shares to be cancelled in accordance with Section 2.4(b) and Dissenting Shares) immediately prior to the Effective Time (other than The Depository Trust Company ("DTC")) (a) a letter of transmittal specifying which shall specify that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the letter of transmittal, and (iib) instructions for use in effecting the surrender of the such Certificates (or effective affidavits of loss in lieu thereof) or Uncertificated Shares in exchange for the Common Stock applicable Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to such letter of transmittal. The surrender of any Uncertificated Shares shall be effected in accordance with the case may bePaying Agent's customary procedures with respect to securities represented by book entry. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Uncertificated Shares to the Paying Agent in accordance together with the terms of such letter of transmittal, duly executedexecuted and completed in accordance with the instructions thereto and such other documents as may reasonably be requested by the Paying Agent, or, in the case of DTC, the customary surrender procedures of DTC and the Paying Agent, the holder of such Certificate Shares shall be entitled to receive in exchange therefor a check for such properly surrendered Shares, and Parent and the Surviving Corporation shall cause the Paying Agent to pay and deliver in exchange thereof as promptly as practicable after such proper surrender, cash in an amount equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger ConsiderationUncertificated Shares, as the case may be, multiplied by (y) the Merger Consideration, and the Certificate or Uncertificated Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued will accrue on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicableMerger Consideration payable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Parent shall cause the Paying Agent to mail to each holder of record (as of the Effective Time) of a certificate or certificates (the "CERTIFICATES"), which immediately prior to the Effective Time represented the outstanding Shares converted into the right to receive the Merger Consideration, (i) a letter of transmittal specifying 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 and any required bond in accordance with SECTION 1.10) to the Paying Agent and shall contain such other provisions as Parent or the Paying Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration (which instructions shall include provisions for payment of the Merger Consideration to a person other than the person in whose name the surrendered Certificate is registered on the transfer books of the Company, subject to receipt of appropriate documentation and payment of any applicable taxes). Upon surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) thereof together with any required bond in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofaccordance with SECTION 1.10) to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates formerly representing the Shares shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest will Until so surrendered, outstanding Certificates shall be paid or accrued on any amount payable upon due deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the Merger Consideration. Promptly following surrender of any such Certificates, the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Paying Agent shall deliver to the Paying Agentrecord holders thereof, 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 applicablewithout interest, the Merger Consideration.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Alvarion shall cause the Paying Agent to mail to each holder of record (immediately prior to the Effective Time) of outstanding Interwave Shares (other than those holders who had previously properly delivered their certificates or certificates which immediately prior to the Effective Time represented outstanding Interwave Shares (each, a “Certificate” and collectively, the Certificates”) to the Paying Agent): (i) a letter of transmittal specifying 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) to the Paying Agent Agent), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Per Share Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate Certificates shall be entitled to receive in exchange payment therefor a check the Per Share Consideration multiplied, in the amount (after giving effect to any required tax withholdings) of (x) the number of each case, by all Interwave Shares formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificates, and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. No interest shall accrue or be paid on the amounts payable pursuant to Section 1.3 upon the surrender of any Certificate for the benefit of the holder of such Certificate. Until so surrendered, outstanding Certificates will be paid or accrued on any amount payable upon due surrender deemed from and after the Effective Time for all corporate purposes to evidence only the ownership of the Certificates. In right to receive the event of a transfer of ownership of Per Share Consideration into which such Interwave Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes shall have been paid or are not applicableconverted.

Payment Procedures. Promptly after Prior to the Effective Time (and in any event no later than five business days after the Effective Time)Closing, the Surviving Corporation EUSA shall cause the Paying Agent to mail to each holder of record of Shares (i) provide a letter of transmittal specifying in form and substance reasonably acceptable to the Buyer (which shall specify, among other matters, that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereoflost certificate affidavits) to the Buyer or Surviving Corporation, provide for the appointment of the Stockholders’ Representatives as contemplated herein, and include a release of claims as equityholders and a joinder, in each case, on substantially the same terms set forth in the Stockholder Agreement) (the “Letter of Transmittal”) and other relevant materials to each Participant. Upon surrender of certificate(s) that immediately prior to the Merger Effective Time represented shares of Capital Stock (each such certificate, a “Certificate”) for cancellation to the Paying Agent Agent, together with such Letter of Transmittal, duly completed and validly executed in accordance with the terms of instructions (and such letter of transmittal, duly executedother customary documents as may reasonably be required by the Paying Agent), the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect applicable Merger Consideration with respect to any required tax withholdings) each share of (x) the number of Shares represented Capital Stock evidenced by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beCertificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will Upon return of a duly completed and validly executed Letter of Transmittal, each Participant who is eligible to receive Option Consideration in respect of EUSA Options or Warrant Consideration in respect of EUSA Warrants shall be paid entitled to receive in exchange therefor the applicable Option Consideration or accrued on Warrant Consideration with respect to such EUSA Option or EUSA Warrant and shall not be required to deliver any amount payable upon due surrender Certificates in respect of the Certificatessuch EUSA Option or EUSA Warrant. In the event of a transfer of ownership of Shares shares of Capital Stock that is not registered in the transfer records of the EUSA Company, the proper amount of cash may be paid in exchange therefor to a check Person other than the Person in whose name the Certificate so surrendered is registered if: (a) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer; (b) the Person requesting such payment shall certify that the rights in respect of the relevant Certificates were transferred to it prior to the Merger Effective Time; and (c) the Person requesting such payment shall pay any cash transfer and other taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the reasonable satisfaction of the Buyer that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.9, each Certificate shall be deemed at any time after the Merger Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration with respect to each share of Capital Stock evidenced by such Certificate. If a Letter of Transmittal is delivered, and, if applicable, a Certificate is properly surrendered, to the Paying Agent not later than five (5) Business Days prior to the Closing Date, then the Buyer shall cause: (i) the applicable Merger Consideration payable to Participants pursuant to Section 2.3(a)(i)(A); and (ii) the applicable Option Consideration and Warrant Consideration payable pursuant to Sections 2.3(b)(i) and 2.3(c)(i), respectively, to be paid upon due surrender by the Paying Agent or the payroll agent, as applicable, in immediately available funds to the applicable Participant as soon as practicable after the Merger Effective Time. If a Letter of the Transmittal is delivered and, if applicable, a Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented properly surrendered to the Paying AgentAgent following the Closing, accompanied by all documents required then the Buyer shall cause: (A) the applicable Merger Consideration payable to evidence Participants pursuant to Section 2.3(a)(i)(A); and effect (B) the applicable Option Consideration and Warrant Consideration payable pursuant to Sections 2.3(b)(i) and 2.3(c)(i), respectively, to the applicable Participant in immediately available funds within three (3) Business Days after such transfer and to evidence that any applicable stock transfer taxes have been paid or are not delivery and, if applicable, surrender.

Payment Procedures. Promptly after following the Effective Time (and in any event no later than five business days after the Effective Timewithin three Business Days), Parent and the Surviving Corporation shall will cause the Paying Payment Agent to mail to each holder of record (as of Shares immediately prior to the Effective Time) of (i) a certificate or certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Certificates”); and (ii) uncertificated shares of Company Common Stock that represented outstanding shares of Company Common Stock (other than Dissenting Company Shares and Owned Company Shares) (the “Uncertificated Shares”) (A) a letter of transmittal specifying in customary form (which will specify that delivery shall will be effected, and risk of loss and title to the Certificates shall will pass, only upon delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent Payment Agent); and (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) and Uncertificated Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price payable in respect thereof pursuant to Section 2.7. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance Payment Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of such Certificate shall Certificates will be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) of product obtained by multiplying (x) the aggregate number of Shares shares of Company Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied Certificate; by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bePer Share Price (less any applicable withholding Taxes payable in respect thereof), and the Certificate Certificates so surrendered shall will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the holders of such Uncertificated Shares will be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (1) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares; by (2) the Per Share Price (less any applicable withholding Taxes payable in respect thereof), and the transferred Uncertificated Shares so surrendered will be cancelled. The Payment Agent will accept such Certificates and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Certificates and Uncertificated Shares on any amount the Per Share Price payable upon due the surrender of such Certificates and Uncertificated Shares pursuant to this Section 2.9(c). Until so surrendered, outstanding Certificates and Uncertificated Shares will be deemed from and after the CertificatesEffective Time to evidence only the right to receive the Per Share Price, without interest thereon, payable in respect thereof Table of Contents pursuant to Section 2.7. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented Notwithstanding anything to the Paying Agentcontrary in this Agreement, accompanied by all documents no holder of Uncertificated Shares will be required to evidence and effect provide a Certificate or an executed letter of transmittal to the Payment Agent in order to receive the payment that such transfer and holder is entitled to evidence that any applicable stock transfer taxes have been paid or are not applicablereceive pursuant to Section 2.7.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Shares shares of Common Stock and Class B Common Stock (i) a letter of transmittal specifying that delivery shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check from the Paying Agent in the amount (after giving effect to any required tax withholdings, and with the aggregate amount of such payment rounded to the nearest cent) of (x) the number of Shares shares of Common Stock and Class B Common Stock represented by such Certificate (or effective affidavit of loss in lieu thereof) Certificates multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate Certificates so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares shares of Common Stock and Class B Common Stock that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares shares of Common Stock and Class B Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

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

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after following the Effective Time), the Surviving Corporation Parent shall cause instruct the Paying Agent to mail to each holder of record of Shares certificates or instruments evidencing the Company Common Stock that were outstanding immediately prior to the Effective Time (collectively, the “Certificates”) and which were converted into the right to receive the Merger Consideration pursuant to Section 2.6(a), (i) a letter of transmittal specifying (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, and shall be in such form and have such other provisions as Parent and/or the Paying Agent may reasonably specify), and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepursuant to Section 2.6(a). Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, and such other documents as may reasonably be required by Parent or the Paying Agent (including any required IRS Form W-9 or Form W-8), the holder holders of such Certificate Certificates shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beto which such holder is entitled pursuant to Section 2.6(a), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence the right to receive the Merger Consideration. No interest will be paid or accrued on any amount cash payable upon due surrender to holders of the CertificatesCertificates pursuant to this Agreement. In the event of a transfer of ownership of Shares shares of Company Common Stock that is not registered in the transfer records of the Company, a check for any cash Merger Consideration that the holder thereof has the right to be paid upon due surrender of the Certificate receive pursuant to Section 2.6 may be paid issued to such a transferee if the Certificate formerly representing such Shares shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes Taxes have been paid or are not applicablepaid.

Payment Procedures. (i) Promptly after the Effective Time (and in any event no later than five business days after following the Effective Time), Holdco, Parent, Midco and the Surviving Corporation Company shall cause the Paying Agent to mail (or in the case of the Depositary Trust Company, deliver) to each holder of record (as of immediately prior to the Effective Time) of Company Shares, including Company Shares which immediately prior to the Effective Time were (i) represented by a certificate or certificates (the "Certificates") and (ii) not represented by a certificate or certificates (the "Uncertificated Shares") which were cancelled and exchanged into the right to receive the Per Share Merger Consideration pursuant to Section 3.1(b), (A) a letter of transmittal specifying 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) to the Paying Agent and Agent), and/or (iiB) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, as payable in respect thereof pursuant to the case may beprovisions of this Article III. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) Certificates for cancellation to the Paying Agent in accordance or to such other agent or agents as may be appointed by Parent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with the instructions thereto, the holder holders of the Company Shares represented by such Certificate Certificates shall be entitled to receive in exchange therefor a check an amount in cash equal to the amount (after giving effect to any required tax withholdings) product of (x) the number of Company Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) Certificates multiplied by (y) the Common Stock Per Share Merger Consideration or Preferred Stock Merger Consideration, as to which the case may beholder thereof is entitled pursuant to Section 3.1(b) (less any applicable withholding Taxes payable in respect thereof), and the Certificate Certificates so surrendered shall forthwith be cancelledcanceled. Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares have been canceled, the holders of such Uncertificated Shares shall be entitled to receive in exchange therefor an amount in cash equal to the product of the number of such Uncertificated Shares multiplied by the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 3.1(b) (less any applicable withholding Taxes payable in respect thereof). The Paying Agent shall accept such Certificates and such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest will shall be paid or accrued for the benefit of holders of the Company Shares represented by the Certificates and the holders of such Uncertificated Shares on any amount the aggregate Per Share Merger Consideration payable upon due the surrender of such Certificates and cancellation of Uncertificated Shares pursuant to this Section 3.2. Until so surrendered, outstanding Certificates shall be deemed from and after the Certificates. In Effective Time, to evidence only the event of a transfer of ownership of Shares that is not registered right to receive an amount in cash equal to the transfer records product of the Companynumber of Company Shares represented by such Certificates multiplied by the Per Share Merger Consideration, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented without interest thereon, payable in respect thereof pursuant 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 applicableprovisions of this Article III.

Payment Procedures. Promptly after Appropriate transmittal materials shall be provided to the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each holder holders of record of Shares promptly following the Effective Time by the Paying Agent advising such holders of the effectiveness of the Merger and the procedure for surrendering Certificates to the Paying Agent. The transmittal materials shall (i) a letter of transmittal specifying 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 an effective affidavits affidavit of loss in lieu thereof) to the Paying Agent and (ii) include instructions for use in effecting the surrender of the Certificates (or effective affidavits affidavit of loss in lieu thereof) in exchange for the Common Stock aggregate Per Share Merger Consideration or Preferred Stock Merger Consideration, as payable in respect of the case may beShares represented by such Certificates. Upon the surrender of a Certificate (or an effective affidavit of loss in lieu thereof) ), together with properly completed and executed transmittal materials, to the Paying Agent in accordance with the terms of such letter of transmittal, duly executedthe transmittal materials, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the cash amount (after giving effect to any required tax withholdingswithholdings as provided in Section 4.7) of equal to (xA) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (yB) the Common Stock Merger Consideration or Preferred Stock Per Share Merger Consideration, as in the case may beform of a check (or made available for collection by hand if so elected by the surrendering holder of a Certificate (or effective affidavit of loss in lieu thereof), provided payment by hand is permissible by the Paying Agent) and the Certificate so surrendered shall forthwith be cancelledcancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the CompanyCompany under the name of the Person surrendering such Certificate, a check for any cash to be paid upon due surrender of the Certificate may be paid issued 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. If any Merger Consideration is to be delivered to a Person whose name is other than that in which the Certificate surrendered in exchange therefore is registered, it shall be a condition of such delivery that the Person requesting such delivery shall pay any transfer or other Taxes required to be paid by reason of such delivery to a Person whose name is other than that of the holder of the Certificate surrendered or shall establish to the reasonable satisfaction of Parent that such Tax has been paid or is not applicable.

Payment Procedures. Promptly after the Effective Time (and but in any no event no later more than five business days after the Effective TimeBusiness 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 Shares 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 specifying (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall passpass only on surrender of the Certificates or Book-Entry Shares, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) as applicable, 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 Book-Entry Shares) as Parent and the Company may reasonably 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) Book-Entry Shares in exchange for payment of the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beprovided in Section 2.01(c). Upon the On surrender of a Certificate (or effective affidavit of loss in lieu thereof) a Book-Entry Share for cancelation to the Paying Agent in accordance Agent, together with the terms of such letter of transmittal, duly executedcompleted and validly executed in accordance with 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 a check in the amount (after giving effect to any required tax withholdings) Merger Consideration for each share of (x) the number of Shares Company Common Stock formerly represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beBook-Entry Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be cancelledcanceled. No interest will 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 (A) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or accrued on any amount payable upon due surrender is not applicable. To facilitate the payment of the Certificates. In Merger Consideration to the event registered holders of a transfer of ownership of Shares that is not registered in Book-Entry Shares, the transfer records Company may (and at the request of the Company, a check for any cash Parent shall use commercially reasonably efforts to) cause the Paying Agent to be paid upon due surrender collect letters of transmittal in advance of the Closing (it being understood that such letters of transmittal shall be contingent on, and shall be effective on, the occurrence of the Effective Time). Until surrendered as contemplated by this Section 2.02, each Certificate may and Book-Entry Share shall be paid deemed at any time after the Effective Time to such a transferee if represent only the Certificate formerly representing such Shares is presented right to receive the Paying Agent, accompanied Merger Consideration as contemplated by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablethis Article II.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As promptly as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Shares (iother than Excluded Shares) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent (or, if such Shares are held in book-entry or other uncertificated form, upon the entry through a book-entry transfer agent of the surrender of such Shares to the Paying Agent on a book-entry account statement (it being understood that any references herein to Certificates shall be deemed to include references to book-entry account statements relating to the ownership of Shares)), the holder of such Certificate shall will be entitled to receive in exchange therefor a check cash in the amount (after giving effect to any required tax withholdings) of (x) that such holder has the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may beright to receive pursuant to this Article III, and the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes Taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as reasonably practicable after the Effective Time), the Surviving Corporation Payment Agent shall cause the Paying Agent to mail to each holder of record of Shares a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Company Common Stock (the "Certificates") ------------ whose shares were cancelled in the Merger pursuant to Section 2.1(c) the following documents: (i) a letter of transmittal specifying (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) to the Paying Payment Agent and shall be in such form and have such other provisions 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) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bepayment with respect thereto. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Payment Agent in accordance together with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect Merger Consideration payable with respect to any required tax withholdings) of (x) the number of Shares shares represented by such Certificate (or effective affidavit pursuant to the provisions of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may bethis Article II, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid In the event that a holder has lost or accrued on any amount payable upon due surrender misplaced a Certificate, an affidavit of loss thereof (together with an appropriate indemnity and/or bond if Parent so requires by notice in writing to the holder of such Certificate) satisfactory in form and substance to the Company's transfer agent and the Payment Agent shall accompany such letter of transmittal in lieu of the Certificatesapplicable Certificate. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender payment of the Certificate applicable Merger Consideration may be paid made to such a transferee if the Certificate formerly representing such Shares Company Common Stock is presented to the Paying Payment Agent, accompanied by all documents required to evidence and effect such transfer and to by evidence that any applicable stock transfer taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of shares of Company Common Stock or are not applicableany holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate.

Payment Procedures. Promptly after the Effective Time (and a) Promptly, but in any no event no later than five business days three Business 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 (other than holders of Company 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 2.8(a) (i) a letter of transmittal specifying (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) to the Paying Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) Company Book-Entry Shares in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time). Notwithstanding anything to the contrary contained in this Agreement, as no holder of Company Book-Entry Shares shall be required to deliver a Certificate or, in the case may be. Upon the surrender of a Certificate (or effective affidavit Company Book-Entry Shares held through The Depository Trust Company, an executed letter of loss in lieu thereof) transmittal to the Paying Agent in accordance with to receive the terms of Merger Consideration that such letter of transmittalholder is entitled to receive pursuant to Section 2.8(a). In lieu thereof, duly executed, the each holder of such Certificate record of one or more Company Book-Entry Shares held through The Depository Trust Company whose Company Book-Entry Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time, in exchange therefor respect of each such Company Book-Entry Share, a check cash amount in immediately available funds equal to the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, subject to any withholding of Taxes as the case may berequired by applicable Laws, and the Certificate so surrendered such Company Book-Entry Shares of such holder shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablecanceled.

Payment Procedures. Within five (5) days following the Closing Date, Parent or the Exchange Agent shall mail a letter of transmittal in the form set forth in Exhibit D (a “Letter of Transmittal”) and a Joinder to each Stockholder at the address set forth opposite each such Stockholder’s name on the Payment Spreadsheet (except to the extent any of such documents have previously been received by Parent prior to the Closing from such Stockholder). Promptly (but in no event more than five Business Days) following delivery to the Exchange Agent of a duly completed and executed Letter of Transmittal, Joinder and any applicable tax forms that the Exchange Agent may reasonably require in connection therewith (except to the extent any of such documents have previously been received by Parent prior to the Closing from such Stockholder) (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions thereto, and a certificate representing shares of Company Capital Stock, if any (the “Company Stock Certificates”), (i) Parent shall cause the Exchange Agent to pay to the Stockholder for delivering such Exchange Documents and Company Stock Certificates, if any, the cash portion of the Merger Consideration payable in respect thereto pursuant to Section 1.6(b)(i) at Closing as set forth in the Payment Spreadsheet and (ii) Parent shall cause its transfer agent to issue to the Stockholder the shares of Parent Common Stock issuable in respect thereto pursuant to Section 1.6(b)(i) as set forth in the Payment Spreadsheet, and the Company Stock Certificate so surrendered, if any, shall be cancelled. Until so surrendered, each Company Stock Certificate outstanding after the Effective Time will be deemed, for all corporate purposes thereafter, to evidence only the right to receive the Merger Consideration payable hereunder in exchange for shares of Company Capital Stock (and in any event no later than five business days after the Effective Timewithout interest). Subject to Section 1.7(e), no portion of the Surviving Corporation shall cause Merger Consideration will be paid to the Paying Agent holder of any unsurrendered Company Stock Certificate with respect to mail to each shares of Company Capital Stock represented thereby until the holder of record of Shares (i) a letter of transmittal specifying that delivery such Company Stock Certificate shall be effected, and risk of loss and title to Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common such Company Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereofif any) to the Paying Agent in accordance with the terms of such letter of transmittal, duly executed, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicablevalidly executed Exchange Documents pursuant hereto.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days As soon as practicable after the Effective Time), the Surviving Corporation shall cause will instruct the Paying Agent to mail to each holder of record of Common Shares (i) a letter of transmittal in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to Certificates shall will pass, only upon proper delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent and (ii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as the case may be. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) to the Paying Agent in accordance Agent, together with the terms of such a properly completed letter of transmittal, duly executed, and such other documents as may reasonably be requested by the Paying Agent, the holder of such Certificate shall will be entitled to receive in exchange therefor a check either (i) with respect to Common Shares other than Retained Shares, cash in the amount (after giving effect to any required tax withholdings) that such holder has the right to receive pursuant to this Article II or (ii) with respect to Agent Shares, a book-entry account statement reflecting ownership of (xor, if requested, a stock certificate representing) the that number of Shares shares of Class A-2 Common Stock into which the shares of Common Stock previously represented by such Certificate (or effective affidavit of loss are converted in lieu thereof) multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Considerationaccordance with Section 2.1(a)(ii), as the case may beand, and in each case, the Certificate so surrendered shall will forthwith be cancelled. No interest will be paid or accrued on any cash amount payable upon due surrender of the Certificates. 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 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, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer taxes have been paid or are not applicable.

Payment Procedures. Promptly after the Effective Time (and in any event no later than five business days after the Effective Time), the Surviving Corporation ATMI shall cause the Paying Agent to mail be mailed to each holder of record of Shares a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock and Company Series A Preferred Stock that were converted into the right to receive Common Stock Merger Consideration pursuant to Section 1.8(a) and Series A Merger Consideration pursuant to Section 1.8(c) (ithe “Certificates”) (a) a letter of transmittal specifying (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) to the Paying Agent and shall be in such a form and have such other provisions as ATMI may reasonably specify) and (iib) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Common Stock Merger Consideration or Preferred Stock and Series A Merger Consideration, as the case may beapplicable. Upon the surrender of a Certificate (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent in accordance or to such other agent or agents as ATMI may appoint, together with the terms of such letter of transmittal, duly executedexecuted and completed, and such other documents as the Paying Agent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange therefor a check in the amount (after giving effect to any required tax withholdings) of (x) the number of Shares represented by such Certificate (or effective affidavit of loss in lieu thereof) multiplied by (y) the Common Stock Merger Consideration in exchange for each share of Company Common Stock or the Series A Merger Consideration in exchange for each share of Company Series A Preferred Stock Merger ConsiderationStock, as the case may beapplicable, formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be cancelledcanceled. No interest will shall be paid or accrued accrue on the Common Stock Merger Consideration or Series A Merger Consideration. If any amount payable upon due surrender portion of the Certificates. In Common Stock Merger Consideration or Series A Merger Consideration is to be made to a Person other than the event Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Common Stock Merger Consideration or Series A Merger Consideration that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a transfer of ownership of Shares name other than that is not registered in the transfer records of the Company, a check for any cash to be paid upon due surrender registered holder of the Certificate may be paid to such a transferee if the Certificate formerly representing such Shares is presented surrendered or (B) established to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence satisfaction of ATMI that any applicable stock transfer taxes such Taxes either have been paid or are not applicablepayable.