Common use of Payment Procedures Clause in Contracts

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (ia) On or prior to the Closing Date, Parent shall select a reputable bank or trust company, reasonably acceptable to the Company, to act as paying agent in the Merger (the “Paying Agent”). At or prior to the Effective Time, Parent shall deposit with the Paying Agent cash in an amount (the “Pre-closing Amount”) sufficient, together with the amount in cash to be deposited with the Paying Agent following the Effective Time pursuant to the immediately succeeding sentence, to pay the aggregate amount of Merger Consideration payable in accordance with the terms of this Agreement to the holders of Company Shares and the aggregate amount of the Warrant Consideration payable in accordance with the terms of this Agreement to the holders of Company Warrants. Within two (2) days after the Effective Time, Parent shall deposit, or shall cause the Surviving Company to deposit, with the Paying Agent cash in an amount not to exceed fifteen percent (15%) of the sum of the Merger Consideration and the Warrant Consideration. The cash amount so deposited with the Paying Agent is referred to as the “Exchange Fund.” In the event that the Exchange Fund is insufficient to make the payments contemplated by this Agreement, Parent shall promptly deposit additional funds with the Paying Agent in an amount which is equal to such deficiency. The Exchange Fund will not be used for any purpose other than as expressly set out in this Agreement. (b) As soon as reasonably practicable after the Effective Time and in any event not no later than the second third (3rd) Business Day following thereafter, Parent shall cause the Paying Agent to mail to the record holders of Company Shares as of immediately prior to the Effective Time, the Paying Agent shall mail to each including any record holder of record Company Warrants outstanding as of immediately prior to the Effective Time (whether such Company Shares whose are represented by Company Share Certificates, Book-Entry Shares were converted into the Offer Price pursuant to Section 3.1, or Company Warrants Certificates) (Ai) a letter of transmittal in customary form and containing such provisions as Parent may reasonably specify (which shall specify be in a form reasonably satisfactory to the Company (prior to the Closing) and shall be submitted to the Company for review at least five (5) Business Days before Parent’s bona fide estimation of the date of the Closing Date and shall include a provision confirming that delivery of Company Share Certificates, Book-Entry Shares or Company Warrants shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Company Share Certificates, Book-Entry Shares (“Certificates” or “Certificate”) Company Warrants shall pass, only upon delivery of Certificates such Company Share Certificates, Book-Entry Shares or Company Warrants to the Paying Agent Agent), (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (Bii) instructions for use in effecting the surrender of Company Share Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the consideration payable pursuant to Section 2.6 for the number of Company Shares previously represented by such Company Share Certificates or Book-Entry Shares, or the surrender of the Company Warrants in exchange for the Warrant Consideration payable pursuant to Section 2.7(b) for the number of Company Shares issuable upon exercise of such Company Warrants, in each case together with a duly executed letter of transmittal and such other documents as may be reasonably required by the Paying Agent or Parent, and (iii) a form of declaration in which the beneficial owner of Company Shares underlying a Company Share Certificate, Book-Entry Shares or Company Warrants provides certain information necessary for Parent to determine whether any amounts need to be withheld from the consideration payable to such beneficial owner pursuant to the terms of the Israeli Tax Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained) (the “Withholding Tax Declaration”). Until surrendered as contemplated by this Section 2.9, all Company Share Certificates, Book-Entry Shares or Company Warrants shall be deemed, from and after the Effective Time, to represent only the right to receive the consideration payable pursuant to Section 2.6 or Section 2.7(b) (subject to any applicable withholding Tax) as contemplated by Section 2.6 or Section 2.7(b). If any Company Share Certificate or Company Warrants Certificates shall have been lost, stolen or destroyed, Parent may, in its discretion and as a condition to the payment of the consideration payable pursuant to Section 2.6 or Section 2.7(b), require the owner of such lost, stolen or destroyed Company Share Certificate or Company Warrants Certificates to provide an appropriate affidavit of loss (in a form reasonably satisfactory to Parent) and to deliver a bond (in such sum as Parent may reasonably direct) as indemnity against any claim that may be made against the Paying Agent, Parent or the Surviving Company with respect to such Company Share Certificate or Company Warrants Certificates. (c) Upon surrender of a Company Share Certificate or Company Warrants (or affidavit of loss and bond as indemnity, in lieu thereof, or, in the case of a Book-Entry Share, receipt of an ‘agents message’ by the Paying Agent, it being understood that any references herein to Company Share Certificates shall be deemed to include references to book-entry account statements relating to the ownership of Book-Entry Shares, provided that the holders of any Book-Entry Shares shall not be required to surrender any Certificates in connection with the procedures set forth in this Section 2) for cancellation to the Paying Agent Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by pursuant to such instructions, and the Paying AgentWithholding Tax Declaration, the holder of such Certificates or Company Share Certificate, Book-Entry Shares Share or Company Warrants shall be entitled to receive the consideration, without interest and subject to any applicable withholding Tax (calculated and withheld in accordance with Section 2.10), in exchange therefor an amount pursuant to Section 2.6 or Section 2.7(b), to be mailed (after giving effect or made available for collection by hand if so elected by the surrendering holder) promptly and in any event within five (5) Business Days following the later to any required Tax withholdings) equal to the product occur of (xi) the number Paying Agent’s receipt of Shares represented by the Exchange Fund, and (ii) the Paying Agent’s receipt of such holder’s properly surrendered Certificates Company Share Certificate (or effective affidavits affidavit of loss and bond as indemnity in lieu thereof), Book-Entry Share or Company Warrants (or affidavit of loss and bond as indemnity in lieu thereof), and the Company Share Certificate, Book-Entry Share or Company Warrants so surrendered shall forthwith be cancelled within five (5) Business Days. (d) If payment of any consideration is to be made to a person other than the person in whose name the surrendered Company Share Certificate, Book-Entry Share or Company Warrants is registered or whose name appears on the records of a nominee company (Chevra Le’Rishumim) in accordance with a duly completed and validly executed letter of transmittal, it shall be a condition of payment that (i) the Company Share Certificate, Book-Entry Share or Company Warrants so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and reasonably satisfactory to Parent, and (ii) the person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of any consideration to a person other than the registered holder of such Company Share Certificate (or affidavit of loss and bond as required pursuant to Section 2.9(b) above), Book-Entry Share or Company Warrants (or affidavit of loss and bond as required pursuant to Section 2.9(b) above) surrendered or shall have established, to the reasonable satisfaction of the Surviving Corporation, that such Tax either has been paid or is not applicable. (e) No interest shall be paid or accrued for the benefit of the holders of the Company Share Certificates, Book-Entry Shares multiplied by or Company Warrants on the consideration payable to such holders pursuant to this Agreement. (yf) Any portion of the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender Exchange Fund that remains undistributed to holders of Certificates or Company Share Certificates, Book-Entry SharesShares or Company Warrants as of the first anniversary of the Effective Time shall be delivered to Parent upon demand, and any holders of Company Share Certificates, Book-Entry Shares or Company Warrants who have not theretofore surrendered their Company Share Certificates, Book-Entry Shares or Company Warrants in accordance with this Section 2.9 shall thereafter look only to Parent for payment of any consideration payable pursuant to Section 2.6 or Section 2.7(b). Subject to Section 2.9(g), if, at any time after any portion of the Exchange Fund has been delivered to Parent, Company Share Certificates, Book-Entry Shares or Company Warrants are presented to Parent or the Surviving Corporation for any reason, they shall be cancelled and exchanged as provided in this Section 2 and Parent and the Surviving Corporation, to the extent required by this Section 2, shall make the payments to the holder of such Company Shares or Company Warrants as set out in this Section 2.9. Parent shall be the owner of any interest or other amounts earned on the Exchange Fund. (g) Neither Parent nor the Surviving Company shall be liable to any holder or former holder of Company Shares or to any other person with respect to any Per Share Amount or Warrant Consideration delivered to any public official pursuant to any applicable abandoned property Law, escheat Law or similar Law. In the event of a transfer of ownership of Shares that this Agreement is not registered in terminated prior to the transfer or stock records of the Company, Effective Time for any reason and any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented has been transmitted to the Paying Agent, accompanied such cash transmitted by Parent shall promptly be returned to Parent and such cash shall promptly be returned to Parent. If any Company Share Certificate, Book-Entry Share or Company Warrants has not been surrendered before five (5) years after the Effective Time (or such earlier date on which any consideration would otherwise escheat to or become the property of any Governmental Authority), any Per Share Amount, any Warrant Consideration, dividends or distributions in respect of such Company Share Certificate, Book-Entry Share or Company Warrants shall, to the extent permitted by Law, become the property of the Surviving Corporation, free and clear of all documents required to evidence and effect such transfer and to evidence that claims or interest of any applicable stock transfer or other Taxes have been paid or are not applicableperson previously entitled thereto. (iiih) The Surviving Corporation, the Company, Parent, Merger Sub and Parent may cause the Paying Agent to invest the Exchange Fund deposited with the Paying Agent as directed by Parent; provided, however, that no such investment or loss thereon shall affect any right of any holder of Company Shares or Company Warrants to receive the consideration payable hereunder or any payment therefrom and that the terms and conditions of the investments shall be entitled such as to deduct and withhold from permit the consideration otherwise payable under this Agreement Paying Agent to make prompt payments as necessary. Parent may cause the Paying Agent to pay over to the Surviving Company, Parent or one of its non-U.S. affiliates of Parent any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law net earnings with respect to the making investments, and Parent through one of such payment. To its non-U.S. affiliates shall replace promptly any portion of the extent cash that amounts are the Paying Agent loses through investments so withheld or deducted and paid over that the Exchange Fund is at all times sufficient to the applicable Governmental Entity, such withheld or deducted amounts shall make all payments that may be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were maderequired hereunder.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time (and in any event not no later than the second Business Day following five business days after the Effective Time), the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Ai) a letter of transmittal which shall specify specifying that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for to the Offer Price. Paying Agent and (ii) Upon 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 Book-Entry Shares 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 together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an a check in the amount (after giving effect to any required Tax tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits affidavit of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceCommon 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 Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. A. The Trust agrees to pay all amounts due hereunder within thirty (i30) As soon days of the date reflected on the statement for such Services (the "Due Date"). Except as reasonably practicable after provided in Schedule C, UMBFS shall ▇▇▇▇ Service fees monthly, and out-of-pocket expenses as incurred (unless prepayment is requested by UMBFS). UMBFS may, at its option, arrange to have various service providers submit invoices directly to the Effective Time Trust for payment of reimbursable out-of-pocket expenses. B. The Trust is aware that its failure to remit to UMBFS all amounts due on or before the Due Date will cause UMBFS to incur costs not contemplated by this Agreement, including, but not limited to carrying, processing and accounting charges. Accordingly, in the event that UMBFS does not receive any event not later than amounts due hereunder by the second Business Day following the Effective Timedue date, the Paying Agent Trust agrees to pay a late charge on the overdue amount equal to one and one-half percent (1.5%) per month or the maximum amount permitted by law, whichever is less. In addition, the Trust shall mail pay UMBFS' reasonable attorney's fees and court costs if any amounts due UMBFS are collected by or through an attorney. The parties hereby agree that such late charge represents a fair and reasonable computation of the costs incurred by reason of the Trust's late payment. Acceptance of such late charge shall in no event constitute a waiver by UMBFS of the Trust's default or prevent UMBFS from exercising any other rights and remedies available to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Priceit. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. C. In the event that any charges are disputed, the Trust shall, on or before the Due Date, pay all undisputed amounts due hereunder and notify UMBFS in writing of a transfer of ownership of Shares that any disputed charges for out-of-pocket expenses which it is not registered disputing in good faith. Payment for such disputed charges shall be due on or before the transfer or stock records close of the Company, any cash to be paid upon due surrender of fifth (5th) business day after the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented day on which UMBFS provides to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, Fund documentation which an objective observer would agree reasonably supports the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended disputed charges (the “Code”"Revised Due Date"), or any provision of U.S. state, local or foreign Tax Law with respect . Late charges shall not begin to accrue as to charges disputed in good faith until the making of such payment. To first day after the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeRevised Due Date.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than Time, Parent shall cause the second Business Day following Paying Agent to deliver: (A) to each record holder, as of immediately prior to the Effective Time, of (1) an outstanding certificate or certificates which immediately prior to the Paying Agent shall mail to each holder Effective Time represented shares of record Company Common Stock (the “Certificates”) or (2) shares of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1Company Common Stock represented by book-entry (“Book-Entry Shares”), (A) a customary letter of transmittal (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent (or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and which shall be in such a customary form and have such other provisions as agreed to by Parent and the Company may reasonably determine prior to the Effective TimeClosing) and instructions for use in effecting the surrender of the Certificates or, in the case of Book-Entry Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); and (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) such Company Stock Option in exchange for the Offer PriceOption Consideration. (ii) Upon surrender to the Paying Agent of Certificates (or effective affidavits of loss in lieu thereof) a Certificate or Book-Entry Shares to the Paying Agent Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, and such other customary documents as may customarily be reasonably required by the Surviving Corporation or the Paying Agent, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares Merger Consideration for each share formerly represented by such holder’s properly surrendered Certificates (Certificate or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceand such Certificate or book-entry shall then be canceled. 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 surrender in respect of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records If payment of the Company, any cash Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, Governmental Entity, association or unincorporated organization, or any other form of business or professional entity (“Person”), other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid upon due surrender any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented surrendered or shall have established to the Paying Agent, accompanied by all documents required to evidence and effect satisfaction of the Surviving Corporation that such transfer and to evidence that any applicable stock transfer or other Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article II. (iii) The Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving CorporationCorporation or the Paying Agent, the Company, Parent, Merger Sub and holder of the Paying Agent Company Stock Option shall be entitled to deduct receive in exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of Section 2.3, and withhold from the consideration otherwise payable under Company Stock Option so surrendered shall then be canceled. Until surrendered in accordance with the provisions of this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”Section 2.5(b)(iii), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts each Company Stock Option shall be treated deemed at any time after the Effective Time to represent for all purposes of only the right to receive the Option Consideration as contemplated by this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeArticle II.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Novartis and the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, shares of Common Stock (Ai) a letter of transmittal (which shall specify 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 the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Merger Consideration. Upon the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate to the Paying Agent together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an a check in the amount (after giving effect to any required Tax tax withholdings) equal to the product of (x) the number of Shares shares of Common Stock represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares Certificate multiplied by (y) the Offer PriceMerger Consideration, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares shares of Common Stock that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate 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 or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Shares whose Shares were converted into (the Offer Price pursuant to Section 3.1"Certificates"), the following documents: (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent (and shall be in such form and have such other provisions as Parent and the Company Levy Acquisition Co. may reasonably determine prior to the Effective Time) specify); and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) payment with respect thereto. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal the Merger Consideration payable with respect to the product of (x) the number of Shares represented by such holder’s properly Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered Certificates (shall forthwith be cancelled. In the event that a holder has lost or effective affidavits 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 thereof) and Book-Entry Shares multiplied by (y) of the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender payment of the applicable Merger Consideration may be made to a transferee if the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate 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 or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporationpaid. Until surrendered as contemplated by this Section 2.2, the Company, Parent, Merger Sub and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from represent only the consideration otherwise payable under right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Agreement Section 2.2. No interest shall accrue or be paid to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code beneficial owner of 1986, as amended (the “Code”), Shares or any provision holder of U.S. state, local or foreign Tax Law any Certificate with respect to the making Merger Consideration payable upon the surrender of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeany Certificate.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective TimeDate, Parent shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent (and shall be in such form and have such other customary provisions as Parent and the Company may reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry SharesCertificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, Saturn shall cause the Paying Agent shall to mail to each holder of record (as of Shares whose Shares were the Effective Time) of a certificate or certificates (the “Certificates”), which immediately prior to the Effective Time represented the outstanding shares of Nova Common Stock converted into the Offer Price pursuant right to Section 3.1receive the portion of the Merger Consideration payable for such shares of Nova Common Stock, (Ai) a letter of transmittal in customary form (which (x) shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent Agent, (and y) shall be in such form and have contain such other provisions as Parent and the Company Saturn may reasonably determine specify and (z) shall be subject to the review and reasonable approval of Nova prior to the Effective Time) and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) portion of the Merger Consideration payable upon surrender of said Certificates. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Saturn, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder holders of such Certificates or Book-Entry Shares formerly representing Nova Common Stock shall be entitled to receive in exchange therefor an amount (the portion of the Merger Consideration payable for such shares of Nova Common Stock, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates shall be deemed from and after giving effect the Effective Time, for all corporate purposes, to any required Tax withholdings) equal evidence only the ownership of the respective portion of the Merger Consideration to the product of (x) the number of Shares represented which such person is entitled by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu virtue thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due As promptly as practicable following surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Companyany such Certificates, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect deliver to the making record holders thereof, without interest, the portion of such payment. To the extent that amounts are so withheld or deducted and paid over Merger Consideration to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeholder is entitled upon surrender of said Certificates.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record (as of Shares whose Shares were 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 converted into the Offer Price pursuant right to Section 3.1receive the portion of the Merger Consideration payable for such Company Common Stock, (Ai) a letter of transmittal in customary form and approved by the Company prior to the Effective Time (which approval shall not be unreasonably withheld or delayed) (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent (and shall be in such form and have contain such other provisions as Parent and the Company may shall reasonably determine prior to the Effective Timeagree) and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) portion of the Merger Consideration payable upon surrender of said Certificates. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder holders of such Certificates or Book-Entry Shares formerly representing the Company Common Stock shall be entitled to receive in exchange therefor an amount (the portion of the Merger Consideration payable for such shares of Company Common Stock, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates shall be deemed from and after giving effect the Effective Time, for all corporate purposes, to any required Tax withholdings) equal to evidence only the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records respective portion of the Company, any cash Merger Consideration to be paid upon due surrender which the record holder of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to entitled by virtue thereof. Promptly following surrender of any such Certificates and the Paying Agentduly executed letters of transmittal, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect deliver to the making record holders thereof, without interest, the portion of the Merger Consideration to which such payment. To the extent that amounts are so withheld or deducted and paid over holder is entitled upon surrender of said Certificates, subject to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were maderestrictions set forth herein.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Aother than Excluded Shares) a letter of transmittal which shall specify in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall Certificates will pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter and instructions for use in effecting the surrender of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied in exchange for the Merger Consideration. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent, together with 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 or Book-Entry Shares will be entitled to receive in exchange therefor cash in the amount (yafter giving effect to any required tax withholdings) that such holder has the Offer Priceright to receive pursuant to this Article II, and the Certificate or Book-Entry Shares so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Payment Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented Shares whose Shares were converted into (the Offer Price pursuant to Section 3.1"Certificates"), the following documents: (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent (and shall be in such form and have such other provisions as Parent and the Company Levy Acquisition Co. may reasonably determine prior to the Effective Time) specify); and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) payment with respect thereto. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required requested by the Paying Payment Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal the Merger Consideration payable with respect to the product of (x) the number of Shares represented by such holder’s properly Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered Certificates (shall forthwith be cancelled. In the event that a holder has lost or effective affidavits 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 thereof) and Book-Entry Shares multiplied by (y) of the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesapplicable Certificate. In the event of a transfer of ownership of Shares that which is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender payment of the applicable Merger Consideration may be made to a transferee if the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate 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 or other Taxes taxes have been paid. Until surrendered as contemplated by this Section 2.2, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Section 2.2. No interest shall accrue or be paid to any beneficial owner of Shares or any holder of any Certificate with respect to the Merger Consideration payable upon the surrender of any Certificate. If there are not applicable. (iii) The Surviving Corporationany certificates or scrip or shares of Company Common Stock representing fractional shares of Company Common Stock, the Company, Parent, Merger Sub and the Paying Agent holder of any such fractional share interest shall be entitled to deduct and withhold from receive his pro rata share of the consideration otherwise payable under this Agreement Merger Consideration as corresponds to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madehis fractional share interest.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation will cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Aother than Excluded Shares) a letter of transmittal which shall specify in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Certificates and Book-Entry Shares (“Certificates” or “Certificate”) shall will pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Shares, as the case may be, to the Paying Agent together with such letter and instructions for use in effecting the surrender of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied in exchange for the Merger Consideration. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent, together with 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 or Book-Entry Share will be entitled to receive in exchange therefor cash in the amount (yafter giving effect to any required tax withholdings) that such holder has the Offer Priceright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Certificate 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 or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Aother than Excluded Shares) a letter of transmittal which shall specify 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 the certificates that immediately prior to the Effective Time represented Certificates and Book-Entry Shares (“Certificates” or “Certificate”) shall will pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“evidence of Book-Entry Shares”) in exchange for , as the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares case may be, to the Paying Agent together with such letter and instructions for use in effecting the surrender of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares multiplied in exchange for the Merger Consideration. 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, together with 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 or Book-Entry Share will be entitled to receive in exchange therefor cash and shares of Parent Common Stock in the amount (yafter giving effect to any required tax withholdings) that such holder has the Offer Priceright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered will forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any the cash and Parent Common Stock to be paid and issued upon due surrender of the Certificate formerly representing such Shares or Book-Entry Share may be paid to such a transferee if the Certificate or evidence of Book-Entry Share formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second (2nd) Business Day following the Effective TimeClosing Date, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration; provided that with respect to any holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1 and who appears at the Closing in person or by authorized representative, the Paying Agent shall provide the letter of transmittal and instructions for use to such holder at the Closing. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid payment upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) The Surviving CorporationEach of the Paying Agent, the CompanyCompany and its Subsidiaries, Parent, Merger Sub and the Paying Agent their respective agents, as applicable, shall be entitled to deduct and withhold from the consideration any amounts otherwise payable under this Agreement to any Person such amounts as are it is required to be withheld or deducted deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld or deducted and paid over amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity within the period required under applicable Governmental Entity, such withheld or deducted amounts Law and (B) shall be treated for all purposes of this Agreement as having been paid to such the Person in respect of which such deduction and or withholding were was made.

Payment Procedures. (ia) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into a certificate or certificates which immediately prior to the Offer Price pursuant Effective Time represented outstanding shares of Company Common Stock and each holder of a Company Warrant immediately prior to Section 3.1the Effective Time (such certificates and Company Warrants, collectively, the “Certificates”), and each holder of uncertificated shares of Company Common Stock represented by book-entry (Aincluding Share CDIs held on an issuer-sponsored subregister or CHESS subregister, the “Book-Entry Shares”): (i) a letter of transmittal which shall specify that delivery shall be effectedeffective, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Certificates or Book Entry Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of the Certificates to the Paying Agent (Agent, and which letter shall be in such customary form and have such other provisions as Parent and the Company may shall reasonably determine prior to the Effective Time) specify; and (Bii) instructions for use in effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for such holder’s applicable portion of the Cash Consideration. Upon surrender of a Certificate (or affidavits of loss in lieu thereof), or in the case of Book-Entry Shares, in adherence with the applicable procedures set forth in the letter of transmittal, to the Paying Agent Agent, together with such letter of transmittaltransmittal and such other documents as may be reasonably required by the Paying Agent or Parent, duly executed and completed and validly executed in accordance with the instructions theretoto the letter of transmittal, and such other documents as may customarily be reasonably required by the Paying AgentAgent or pursuant to such instructions, the holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product applicable portion of (x) the number of Shares represented by such holder’s properly surrendered Cash Consideration and the Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.7(b), each Certificate shall be deemed, from and after the Effective Time, to represent only the right to receive Cash Consideration as contemplated by Section 1.5. (yb) the Offer Price. No interest will be paid or accrued will accrue on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Cash Consideration. In the event of a transfer of ownership of Shares that Company Common Stock or Company Warrant which is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender the applicable portion of the Cash Consideration otherwise payable with respect thereto shall be payable to such transferee if the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate Company Common Stock or Company Warrant is presented to the Paying Agent, accompanied by all documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes taxes have been paid or are not applicablepaid. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective Time (and in any event not later than within three Business Days thereafter), Parent and the second Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the Offer Price pursuant right to Section 3.1, receive the Per Share Merger Consideration (A) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior Certificates held by such holder of record shall pass to the Effective Time represented Shares (“Certificates” or “Certificate”) shall passPaying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent (Agent), and which letter shall be in such a customary form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Per Share Merger Consideration to which the holder thereof is entitled. Upon surrender of Certificates any Certificate (or effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) of cash in immediately available funds equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in Section 2.09(g)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this Section 2.09. (ii) As soon as possible after the Effective Time (and in any event within three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Book-Entry Shares (other than holders of Excluded Shares) not held through The Depository Trust Company that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (A) a form of letter of transmittal which letter shall be in a customary form and (B) instructions for use in exchange for the Per Share Merger Consideration to which the holder thereof is entitled. Upon return of such letter of transmittal, duly executed 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 Book-Entry Shares (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by such Book-Entry Shares multiplied by (y) the Offer PricePer Share Merger Consideration (less any required Tax withholdings as provided in Section 2.09(g)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. No interest will shall be paid or accrued accrue on any amount cash payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash pursuant to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicablethis Section 2.09. (iii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or, in the case of Book-Entry Shares held through The Surviving CorporationDepository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the Per Share Merger Consideration shall, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, Merger Sub and the Paying Agent shall and The Depository Trust Company, be entitled to deduct receive, and withhold from Parent shall cause the consideration otherwise payable under this Agreement Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any Person such amounts as are required to be withheld or deducted under event within five Business Days after the Internal Revenue Code of 1986, as amended (the “Code”Effective Time), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person Per Share Merger Consideration in respect of which each such deduction share of Company Common Stock (less any required Tax withholdings as provided in Section 2.09(g)), and withholding were madethe Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day business day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of Certificates 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration, and (y) to each holder of a Company Stock Option, Restricted Stock or ▇▇▇▇▇, instructions for use in effecting the surrender of Company Stock Options, Restricted Stock or PARSUs and delivery of such other documents as may be reasonably required by the Surviving Corporation and Parent in exchange for Option and Stock-Based Award Consideration. No interest shall be paid or accrued on such amounts. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily reasonably be required thereby or by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares previously represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer or other Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares, Company Stock Options, Restricted Stock or PARSUs, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended 1986 (the “Code”), ) or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares, Company Stock Options, Restricted Stock or PARSUs, in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record of Shares a Certificate whose Shares shares of Company Common Stock were converted into the Offer Price pursuant right to Section 3.1, receive the Merger Consideration (A) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, pass only upon proper delivery of the Certificates to the Paying Agent (and which shall be in such form and have such other contain provisions as which Parent may specify and the Company may which are reasonably determine prior acceptable to the Effective TimeCompany) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon Merger Consideration. Each holder of record of one or more Certificates shall, upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent of such Certificate or Certificates, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an the amount (after giving effect of cash to any required Tax withholdings) equal which such holder is entitled pursuant to Section 3.01(c), and the product of (x) the number of Shares represented by such holder’s properly Certificates so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will shall forthwith be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Shares that Company Common Stock, which is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender payment of the Certificate formerly representing such Shares Merger Consideration may be paid made to such a transferee person other than the person in whose name the Certificate so surrendered is registered if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the person requesting such payment shall pay any applicable stock transfer or other Taxes required by reason of the transfer or establish to the reasonable satisfaction of Parent that such 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. (iiiii) The Surviving CorporationNotwithstanding anything to the contrary contained in this Agreement, the Company, Parent, Merger Sub and any holder of Common Stock Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article III. In lieu thereof, each holder of record of one or more Common Stock Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Common Stock Book-Entry Shares shall be so converted) be entitled to deduct receive, and withhold from Parent shall cause the consideration otherwise payable under this Agreement Paying Agent to any Person pay and deliver as promptly as practicable after the Effective Time the amount of cash to which such amounts as are required holder is entitled pursuant to be withheld or deducted under Section 3.01(c) (after taking into account all shares of Company Common Stock held by such holder immediately prior to the Internal Revenue Code of 1986, as amended (the “Code”Effective Time), or any provision of U.S. state, local or foreign Tax Law with respect to and the making Common Stock Book-Entry Shares of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts holder shall forthwith be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madecanceled.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 shall reasonably determine prior to the Effective Timedetermine) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares formerly represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record of a Certificate which immediately prior to the Effective Time represented outstanding Shares (other than Excluded Shares), whose Shares shares were converted into the Offer Price pursuant to Section 3.13.1(b) into the right to receive the Merger Consideration, (A) a letter of transmittal which shall specify in customary form specifying that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) to the Paying Agent and instructions for use in exchange for effecting the Offer Price. (ii) Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. Upon the proper surrender of a Certificate (or Book-Entry Shares effective affidavit of loss in lieu thereof) to the Paying Agent Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required requested by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an cash in the amount (after giving effect to any required Tax withholdings) equal that such holder has the right to receive pursuant to this Article III, and the product of (x) the number of Shares represented by such holder’s properly Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceshall forthwith be cancelled. No interest will shall be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second third Business Day following the Effective TimeClosing Date, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration and (y) to each holder of a Company Stock Option or a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Option or Performance Share. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any Person holder of Shares (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are 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 provision of U.S. state, state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares or holder of the Company Stock Options or Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second fifth (5th) Business Day following the Effective TimeClosing Date, Parent shall cause the Paying Agent shall to mail to each holder of record of Certificates and Book-Entry Shares (as applicable), in each case, whose Shares were converted into the Offer Price right to receive the Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal in customary form reasonably acceptable to the Company and Parent (which shall specify that that, with respect to Shares represented by Certificates, delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of 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 the Company may reasonably determine prior to the Effective Time) Agent), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) , as applicable, in exchange for the Offer Price. (ii) Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer to the Paying Agent as the Paying Agent may reasonably request) in the case of such Book-Entry Shares, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and, in each case, such other documents as may customarily be required by the Paying Agent, (A) the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash in U.S. dollars equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer Price. Merger Consideration, without any interest thereupon and less any required withholdings as provided in Section 2.2(b)(iii), and (B) such Certificate, if applicable, so surrendered shall be cancelled. (ii) The Company and Parent shall cooperate to, and Parent shall cause the Paying Agent to, (A) deliver to the Depository Trust Company (“DTC”) to the extent applicable or required, any notice with respect to the effectiveness of the Merger and any instructions for surrendering Book-Entry Shares and (B) establish procedures with DTC to ensure that the Paying Agent will transmit to DTC as soon as reasonably practicable after the Effective Time, upon surrender of Shares held of record by DTC in accordance with DTC’s customary surrender procedures (but in no event later than the fifth (5th) Business Day thereafter), the Merger Consideration payable for each such Book-Entry Share (less any required withholdings as provided in Section 2.2(b)(iv)). (iii) No interest will shall be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or with respect to Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid payment of the Merger Consideration upon due surrender of the a Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iiiiv) The Surviving CorporationPaying Agent, the Depository Agent, the Company, ParentParent and Merger Sub, Merger Sub and the Paying Agent as applicable, shall be entitled to deduct and withhold from the consideration any amounts otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of U.S. applicable state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld or deducted and timely and properly paid over to the applicable relevant Governmental Entity, such deducted or withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such the Person in respect of which such deduction and or withholding were was made. (v) Until surrendered as contemplated by this Section 2.2(b), each Certificate or Book-Entry Share shall be deemed, from and after the Effective Time, to represent only the right to receive the Merger Consideration, as contemplated by Section 2.1.

Payment Procedures. As promptly as practicable (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second within ten (10) Business Day following Days) after the Effective Time, Parent and Merger Sub will use commercially reasonable best efforts to cause the Paying Payment Agent shall mail to send to each record holder of record of Shares whose Shares were converted into the Offer Price a Certificate (other than Certificates to be canceled pursuant to Section 3.12.6(c)), (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent (Payment Agent) and shall be in such a form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Timespecify) and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon Merger Consideration payable in respect thereof pursuant to Section 2.6. As soon as reasonably practicable after the Effective Time, each holder of a Certificate upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares thereof to the Paying Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required by the Paying Payment Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor the 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 Payment Agent may impose to effect an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss orderly exchange thereof in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceaccordance with normal exchange practices. No interest will be paid or accrued will accrue on any amount the Merger Consideration payable upon due surrender of Certificates or Book-Entry Sharesin 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 or stock records of the Company, 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 formerly representing such Shares may be paid Company Common Stock to such a transferee only if the Certificate representing such Certificate 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 or other Taxes taxes have been paid or are not applicablepaid. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (ia) As soon promptly as reasonably practicable after the Effective Time and practicable, but in any no event not later than the second three Business Day following Days after the Effective Time, Parent shall cause the Paying Exchange Agent shall to mail to each holder of record of Shares one or more certificates (the “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 shares were converted into the Offer Price right to receive the Merger Consideration pursuant to Section 3.1, 1.8(a): (Aa) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates or Book Entry Shares to the Paying Exchange Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) specify); and (Bb) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Book Entry Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Merger Consideration. Upon surrender of Certificates (a Certificate or effective affidavits of loss in lieu thereof) or Book-Book Entry Shares for cancellation to the Paying Exchange Agent or to such other agent or agents as Parent may appoint, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions theretocompleted, and such other documents as the Exchange Agent may customarily be required by the Paying Agentreasonably require, the holder of such Certificates Certificate or Book-Book Entry Shares shall be entitled to receive the Merger Consideration in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product for each share of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly surrendered Certificates (Certificate or effective affidavits of loss in lieu thereof) Book Entry Shares, and Book-the Certificate or Book Entry Shares multiplied by (y) the Offer Priceso surrendered shall forthwith be canceled. No interest will shall be paid or accrued accrue on the Merger Consideration. If any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records portion of the Company, any cash Merger Consideration is to be made to a Person other than the 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 upon due surrender any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the Certificate formerly representing such or Book Entry Shares may be paid to such a transferee if such Certificate 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 or other such Taxes either have been paid or are not applicablepayable. (iiib) The Surviving CorporationNo dividends or other distributions declared or made with respect to Parent Common Stock having a record date after the Effective Time will be paid to any holder of record of Company Common Stock until such holder has surrendered the Certificate or Book Entry Shares representing such stock as provided herein. Subject to the effect of applicable Law, following surrender of any such Certificates or Book Entry Shares, there shall be paid to the holder of the new certificates issued in exchange therefor, without interest, the Company, Parent, Merger Sub and amount of dividends or other distributions with a record date after the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise Effective Time previously payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making shares of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeParent Common Stock represented thereby.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second third Business Day following the Effective TimeClosing Date, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Timemutually agree) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid payment upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) The Surviving CorporationEach of the Paying Agent, the Company, Parent, Merger Sub and the Paying Agent their respective Subsidiaries or agents, as applicable, shall be entitled to deduct and withhold from the consideration any amounts otherwise payable under this Agreement to any Person such amounts as are it is required to be withheld or deducted deduct and withhold under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld or deducted and paid over amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity within the period required under applicable Governmental Entity, such withheld or deducted amounts Law and (B) shall be treated for all purposes of this Agreement as having been paid to such Person the person in respect of which such deduction and or withholding were was made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day third business day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration, (y) to each holder of a Company Stock Option or Restricted Share, a check in an amount, if any, due and payable to such holder pursuant to Section 5.5(a)(i) or Section 5.5(a)(ii), respectively, in respect of such Company Stock Option or Restricted Share. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required thereby or by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration, less any required withholding Taxes. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer or other Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares (including Restricted Shares) or holder of Company Stock Options, such amounts as it determines in good faith are required to be withheld or deducted under the United States Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares (including Restricted Shares) or holder of the Company Stock Options, in respect of which such deduction and withholding were was made.

Payment Procedures. (i) As soon as reasonably practicable after the First Parent Merger Effective Time and in any event not later than the second third Business Day following the Effective TimeClosing Date, Parent shall use its commercially reasonable efforts to cause the Paying Exchange Agent shall to mail to each holder of record of Shares shares of Company Holdco Common Stock whose Shares shares were converted into the Offer Price right to receive the Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal with respect to Book-Entry Shares (to the extent applicable) and Common Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Common Certificates shall pass, only upon on delivery of Common Certificates (or effective affidavits of loss in lieu thereof) to the Paying Exchange Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Common Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon On surrender of Common Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Exchange Agent, and such other documents as may customarily be required by the Paying Exchange Agent, the holder of such Common Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect therefor, and the Exchange Agent shall be required to any required Tax withholdings) equal promptly deliver to each such holder, the product of (x) Merger Consideration into which the number of Shares shares represented by such holder’s properly surrendered Common Certificates or Book-Entry Shares have been converted pursuant to this Article 2 (together with any Fractional Share Cash Amount and any dividends or other distributions payable pursuant to Section 2.2(d)). No interest shall be paid or accrued on any amount payable on due surrender of Common Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records If payment of the Company, any cash Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Common Certificate is registered, it shall be a condition precedent of payment that (A) the Common Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid upon due surrender any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Common Certificate formerly representing surrendered or shall have established that such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have Tax either has been paid or are is not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under paid. Notwithstanding the Internal Revenue Code foregoing, with respect to any shares of 1986, as amended Company Common Stock held through The Depository Trust Company (the “CodeDTC”), Parent and the Company shall cooperate to establish procedures with the Exchange Agent and DTC to ensure that the Exchange Agent will transmit to DTC or its nominees as soon as reasonably practicable after the First Parent Merger Effective Time and in any provision event not later than the third Business Day following the Closing Date, upon surrender of U.S. stateCompany Common Stock held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures, local the Merger Consideration (together with any Fractional Share Cash Amount and any dividends or foreign Tax Law with respect other distributions payable pursuant to Section 2.2(d)), in each case, that such holder has the making of such payment. To the extent that amounts are so withheld or deducted and paid over right to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of receive pursuant to this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeArticle 2.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, 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 EntityEntity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day business day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 otherwise shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares formerly represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration, subject to all required Tax withholding as provided in Section 2.2(b)(iii). No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event that any transfer or other similar Taxes become payable by reason of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, or otherwise because of the payment of the Merger Consideration in any name other than that of the registered holder, a check for any cash to be paid upon due surrender of the Certificate may be paid with respect to such Shares if the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other such Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving CorporationEach of the Paying Agent, the Company, Parent, Merger Sub Company and the Paying Agent Surviving Corporation shall be entitled to deduct and withhold from the consideration amounts otherwise payable under this Agreement to any Person Agreement, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, state or local or foreign non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental EntityEntity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the person in respect of which such deduction and withholding were was made.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Aother than Excluded Shares) a letter of transmittal which shall specify in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall Certificates will pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) to the Paying Agent and instructions for use in exchange for effecting the Offer Price. (ii) Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. Upon the proper surrender of a Certificate (or Book-Entry Shares effective affidavit of loss in lieu thereof) to the Paying Agent Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required requested by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall Certificate will be entitled to receive in exchange therefor an cash in the amount (after giving effect to any required Tax tax withholdings) equal that such holder has the right to receive pursuant to this Article III, and the product of (x) the number of Shares represented by such holder’s properly Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Pricewill forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent and Merger Sub shall instruct the Paying Exchange Agent shall to mail within three (3) Business Days after the Effective Time to each holder of record (as of Shares whose Shares were converted into immediately prior to the Offer Price pursuant to Section 3.1, Effective Time) of shares of Company Common Stock (Ai) a letter of transmittal in customary form and containing customary provisions (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) or transfer of the Uncertificated Shares to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective TimeExchange Agent) and (Bii) 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 the case of a book-entry transfer of Uncertificated Shares. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration (including the Fractional Share Cash Amount) payable in respect thereof pursuant to the provisions of this Article II. Parent shall instruct the Exchange Agent to pay such Merger Consideration and Fractional Share Cash Amount within five (5) Business Days following the later to occur of (x) the Effective Time or (y) the Exchange Agent’s receipt of such Certificate (or affidavit of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Sharesagent’s message”) in exchange for , and the Offer Price. (ii) Upon surrender of Certificates Certificate (or effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Uncertificated Share so surrendered shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceforthwith cancelled. No interest will shall be paid or accrued on any amount the cash payable upon due the surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicableUncertificated Share. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (and in any event not later than the second within five (5) Business Day following Days of the Effective Time), the Paying Final Surviving Entity shall cause the Exchange Agent shall to mail to each holder of record of Shares whose Shares were converted into shares of Company Common Stock at the Offer Price pursuant to Section 3.1, Effective Time (A) a letter of transmittal which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Certificates and Book-Entry Shares (“Certificates” or “Certificate”) 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 (and shall Exchange Agent, such letter of transmittal to be in such customary form and have such other provisions as Parent and the Company may shall reasonably determine prior to the Effective Time) agree and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares multiplied in exchange for the 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 is registered on the transfer books of the Company, subject to the receipt 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 Exchange Agent, together with 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 or Book-Entry Shares will be entitled to receive in exchange therefor the applicable Merger Consideration (yafter giving effect to any required tax withholdings) that such holder has the Offer Priceright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered will forthwith be cancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the Certificates 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 or stock records of the Company, any cash the Merger Consideration to be paid and issued upon due surrender of the Certificate formerly representing such or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Certificate 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 or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, . For the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect 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 which such deduction and withholding were madeany kind or nature.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than five (5) business days thereafter), the second Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Certificates or Book-Entry Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of the Certificates or Book-Entry Shares to the Paying Agent (Agent, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably determine prior to the Effective TimeTime may reasonably agree) and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for payment of the Merger Consideration. Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares will be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 3.1, and a holder of Book-Entry Shares will be deemed to have surrendered their Book-Entry Shares upon delivery to the Paying Agent of an “agent’s message” (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) regarding the book-entry transfer of such holder’s Book-Entry Shares, and such record holder, upon delivery of an “agent’s message” or such other evidence, will be entitled to receive the Merger Consideration for such Book-Entry Shares. Upon surrender of a Certificate or Book-Entry Share for cancellation to the Paying Agent, together with such letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive in exchange therefor an amount (after giving effect the Merger Consideration, without interest, for each Share formerly represented by such Certificate or Book Entry-Share, and the Certificate or Book-Entry Share so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to any required Tax withholdings) equal be made to a Person other than the product Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) the number of Shares represented by such holder’s properly surrendered Certificates (Certificate or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Offer Price. No interest will be Person requesting such payment shall have paid or accrued on any amount payable upon due surrender transfer and other similar Taxes required by reason of Certificates the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Shares. In Share surrendered and shall have established to the event of a transfer of ownership of Shares that is not registered in the transfer or stock records reasonable satisfaction of the Company, any cash to be paid upon due surrender of the Certificate formerly representing Surviving Corporation that such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have Tax either has been paid or are is not applicable. (iii) The Surviving Corporation. Until surrendered as contemplated by this Section 3.2, the Company, Parent, Merger Sub and the Paying Agent each Certificate or Book-Entry Share shall be entitled deemed at any time after the Effective Time to deduct and withhold from represent only the consideration otherwise payable under right to receive the Merger Consideration as contemplated by this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986Article III, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madewithout interest.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second third Business Day following the Effective TimeClosing Date, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration and (y) to each holder of a Company Stock Option or a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Option or Performance Share. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving CorporationParent, the Company, Parent, Merger Sub Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are 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 provision of U.S. state, state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares or holder of the Company Stock Options or Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not no later than the second fifth Business Day following the Effective TimeClosing Date, the Paying Agent shall mail to each holder of record of Shares (including Restricted Shares) whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.11.08, (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (Bii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer Price. (ii) Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor cash in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss Merger Consideration payable in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceexchange therefor. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation. Notwithstanding anything in this Agreement to the contrary, each of Parent, the Company, Parent, Merger Sub Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold withhold, or to cause to be deducted or withheld, from the consideration otherwise payable under this Agreement to any Person holder of Shares (including, for the avoidance of doubt, Restricted Shares), such amounts as are 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 U.S. 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 Entityor Regulatory Authority, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares, in respect of which such deduction and or withholding were made.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Aother than holders of Excluded Shares) (i) a letter of transmittal which shall specify specifying that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent (and shall Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) agree, and (Bii) instructions for use in effecting the surrender of the Certificates (or effective and affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Merger Consideration. Upon surrender of Certificates a Certificate for cancellation (or effective affidavits due submission of an affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates Certificate (or Book-Entry Shares submitter of such affidavit, as the case may be) shall be entitled to receive in exchange therefor an therefor, a check in the amount (after giving effect to any required Tax tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits affidavit of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration, and the Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporation, . For the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement 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 having been paid to such Person defined in respect Section 5.1(d)) or other entity of which such deduction and withholding were madeany kind or nature.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of PhotoWorks Common Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Aother than Excluded Shares) a letter of transmittal which shall specify in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall Certificates will pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) to the Paying Agent and instructions for use in exchange for effecting the Offer Price. (ii) Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. Upon the proper surrender of a Certificate (or Book-Entry Shares effective affidavit of loss in lieu thereof) to the Paying Agent Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required requested by the Paying AgentAgent (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 Certificates or Book-Entry Shares shall Certificate will be entitled to receive in exchange therefor an cash in the amount (after giving effect to any required Tax tax withholdings) equal that such holder has the right to receive pursuant to this Article IV, and the product of (x) the number of Shares represented by such holder’s properly Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Pricewill forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of PhotoWorks Common Shares that is not registered in the transfer or stock records of the CompanyPhotoWorks, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. 6 6.01 Prior to Substantial Completion, NEI shall issue monthly Applications for Payment based upon the progress of the Project, which shall be accompanied by a certification as to the Work completed to date by a representative of NEI carrying a Professional Engineer designation. Each progress payment will be made in an amount as set forth in the applicable Application for Payment. Such amount shall be equal to (a) the total Contract Price (Contract Price as adjusted for any Change Orders), multiplied by (b) the percentage of completion of the Work (based upon the Schedule of Values), less (c) the sum of (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (A) a letter of transmittal which shall specify that delivery shall be effectedapplicable Down Payment credit, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender the aggregate of Certificates all previous payments made to date (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoif any), and such other documents (iii) the Retainage of the current application amount. OWNER shall pay the amount set forth in the Application for Payment as may customarily be required by follows: A. OWNER will accept the Paying AgentApplication if, within fifteen days of receipt of each Application for Payment, OWNER does not return the holder Application to NEI indicating in writing its reasons for refusing to accept the Application, in which case NEI shall make the necessary corrections and resubmit the Application. Upon OWNER’s acceptance of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an Application the amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) will become due and Book-Entry Shares multiplied by (y) the Offer Price. No interest when due will be paid or accrued on by OWNER to NEI. B. If OWNER refuses to make payment of the full amount requested by NEI, OWNER must give NEI immediate written notice stating the reasons for such action and promptly pay NEI any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records remaining after deduction of the Company, amount withheld. OWNER shall promptly pay NEI the amount withheld or any cash adjustment thereto agreed to be paid upon due surrender of when NEI remedies the Certificate formerly representing reason for such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicableaction. (iii) The Surviving CorporationC. Upon a subsequent determination that OWNER’s refusal of payment was not justified, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be amount wrongfully withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes as an amount due and subject to interest as provided in the Agreement. All monies not paid when due shall bear interest at the rate of this Agreement as having eighteen percent (18%) per annum. If it is determined that OWNER incorrectly withheld payment of any disputed payment, then such payment shall bear interest from the date such payment would have otherwise been due until the date actually paid to such Person NEI. 6.02 Upon Substantial Completion, NEI will submit an Application for Payment in respect an amount sufficient to increase total payments to NEI to equal one hundred percent (100%) of which such deduction and withholding were madethe total contract price (Contract Price as adjusted for any Change Orders), less Retainage. If the Work would be Substantially Complete but for the Work that is outside of the control of NEI, but within the control of the OWNER or OWNER’s subcontractors, the Work will be deemed Substantially Complete for payment purposes. 6.03 After NEI has completed all Punch List Items, NEI may make application for final payment following the procedure for progress payments. NEI may make application for final payment on any portion of the Work that is partially utilized by the OWNER.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Payment Agent shall 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 shares were converted into cancelled in the Offer Price Merger pursuant to Section 3.1, 2.1(c) the following documents: (Ai) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Payment Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) specify); and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) payment with respect thereto. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal the Merger Consideration payable with respect to the product of (x) the number of Shares shares represented by such holder’s properly Certificate pursuant to the provisions of this Article II, and the Certificate so surrendered Certificates (shall forthwith be cancelled. In the event that a holder has lost or effective affidavits 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 thereof) and Book-Entry Shares multiplied by (y) of the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesapplicable Certificate. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender payment of the Certificate formerly representing such Shares applicable Merger Consideration may be paid made to such a transferee if the Certificate representing such Certificate 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 or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporationpaid. Until surrendered as contemplated by this Section 2.2, the Company, Parent, Merger Sub and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from represent only the consideration otherwise payable under right to receive upon such surrender the Merger Consideration with respect thereto as contemplated by this Agreement Section 2.2. No interest shall accrue or be paid to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code beneficial owner of 1986, as amended (the “Code”), shares of Company Common Stock or any provision holder of U.S. state, local or foreign Tax Law any Certificate with respect to the making Merger Consideration payable upon the surrender of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeany Certificate.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record (immediately prior to the Effective Time) of Shares whose Shares were converted into a Certificate and/or Options (to the Offer Price pursuant to Section 3.1, extent the Merger Consideration exceeds the exercise price payable in respect of such share of Company Common Stock issuable under such Option) (Ai) a letter of transmittal (which shall specify specify, in connection with a Certificate, that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates (or a lost Certificate affidavit in lieu thereof) to the Paying Agent (Agent, and which shall be in such form and shall have such other provisions as Parent and the Company may reasonably determine prior to the Effective Timespecify and approve) and (Bii) instructions for use in effecting the surrender of the Certificates or Options in exchange for payment of the Merger Consideration and the Option Consideration, as applicable. Upon surrender of a Certificate (or effective affidavits of loss a lost Certificate affidavit in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange Options for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares cancellation to the Paying Agent (if applicable), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates Certificate or Book-Entry Shares Options shall be entitled to receive in exchange therefor an amount the Merger Consideration, without interest, for each Share formerly represented by such Certificate or Option (after giving effect to any required Tax withholdings) equal to the product extent the Merger Consideration exceeds the exercise price payable in respect of such share of Company Common Stock issuable under such Option), and the Certificate or Option so surrendered shall forthwith be canceled. If payment of the applicable portion of the Aggregate Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Option is registered, it shall be a condition of such payment that (x) the number of Shares represented by such holder’s Certificate or Option so surrendered shall be properly surrendered Certificates (endorsed or effective affidavits of loss shall otherwise be in lieu thereof) proper form for transfer and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the applicable portion of the Aggregate Merger Consideration to a Person other than the registered holder of such Certificate or Option surrendered or 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 of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Companyapplicable, any cash to be paid upon due surrender of the Certificate formerly representing and such Shares may be paid to such a transferee if such Certificate is presented to Person shall indemnify the Paying Agent, accompanied if so requested by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent Agent. Until surrendered as contemplated by this Section 2.2, each Certificate or Option shall be entitled deemed at any time after the Effective Time to deduct and withhold from represent only the consideration otherwise payable under this Agreement right to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, 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 receive the applicable Governmental Entityportion of the Aggregate Merger Consideration as contemplated by this Article 2, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madewithout interest.

Payment Procedures. (ia) As soon as reasonably practicable after the Effective Time and (but in any no event not later than the second Business Day five (5) days following the Effective Time), Parent shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into a certificate or certificates which immediately prior to the Offer Price pursuant to Section 3.1, Effective Time represented outstanding shares of Company Common Stock (Athe “Certificates”): (i) a letter of transmittal as reasonably agreed by the parties prior to Closing which shall specify that delivery shall be effectedeffective, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent (Agent, and which letter shall be in such customary form and have such other provisions as Parent and the Company may shall reasonably determine agree prior to the Effective Time) , and (Bii) instructions for use in effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Cash Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate to the Paying Agent (or receipt of an “agent’s message by the Paying Agent (or any other evidence of transfer that the Paying Agent may reasonably request) in the case of the transfer of Company Common Stock held in book-entry form) together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an the applicable Cash Consideration, without interest, and the Certificate so surrendered shall forthwith be cancelled. Until surrendered as contemplated by this Section 1.7, each Certificate (other than Certificates representing Dissenting Shares) shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the amount (after giving effect to any required Tax withholdings) of cash, without interest, equal to the product of Cash Consideration. (xb) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued will accrue on any amount payable upon due surrender of Certificates or Book-Entry SharesCash Consideration. In the event of a transfer of ownership of Shares that Company Common Stock which is not registered in the transfer or stock records of the Company, any cash the applicable Cash Consideration shall be payable to be paid upon due surrender of such transferee if the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate Company Common Stock 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 or other Taxes taxes have been paid or are not applicablepaid. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent ATMI shall mail cause to be mailed to each holder of record of Shares whose Shares a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock and Company Series A Preferred Stock that were converted into the Offer Price right to receive Common Stock Merger Consideration pursuant to Section 3.1, 1.8(a) and Series A Merger Consideration pursuant to Section 1.8(c) (Athe “Certificates”) (a) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent (and shall be in such a form and have such other provisions as Parent and the Company ATMI may reasonably determine prior to the Effective Timespecify) and (Bb) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Common Stock Merger Consideration and Series A Merger Consideration, as applicable. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Agent or to such other agent or agents as ATMI may appoint, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions theretocompleted, and such other documents as may customarily be required by the Paying AgentAgent may reasonably require, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive the Common Stock Merger Consideration in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to for each share of Company Common Stock or the product Series A Merger Consideration in exchange for each share of (x) the number of Shares Company Series A Preferred Stock, as applicable, formerly represented by such holder’s properly Certificate, and the Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceshall forthwith be canceled. 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 of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records portion of the Company, any cash Common Stock Merger Consideration or Series A Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of 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 upon due surrender any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate 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 or other such Taxes either have been paid or are not applicablepayable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of Shares whose Shares were converted into shares of Company Common Stock at the Offer Price pursuant to Section 3.1, Effective Time (A) a letter of transmittal which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Certificates and Book-Entry Shares (“Certificates” or “Certificate”) 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 (and shall Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may shall reasonably determine prior to the Effective Time) agree and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares multiplied in exchange for the 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 Book-Entry Share is registered on the transfer books of the Company, subject to the receipt 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 Exchange Agent, together with 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 or Book-Entry Shares will be entitled to receive in exchange therefor the applicable Merger Consideration (yafter giving effect to any required tax withholdings) that such holder has the Offer Priceright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered will forthwith be cancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the Certificates 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 or stock records of the Company, any the cash and the number of Parent ADSs to be paid and issued upon due surrender of the Certificate formerly representing such or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Certificate 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 or other Taxes have been paid or are not applicable. (iiiii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld No dividends or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law other distributions with respect to securities of Parent constituting part of the making Merger Consideration shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, in addition to the Merger Consideration, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Effective Time, which were either previously paid or payable on the date of such paymentsurrender with respect to such securities and (B) at the appropriate payment date, the amount of dividends or other distributions payable with respect to such securities with a record date after the Effective Time and prior to surrender and with a payment date subsequent to such surrender. To For the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect 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 which such deduction and withholding were madeany kind or nature.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”"CERTIFICATES") shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book"BOOK-Entry Shares”ENTRY SHARES") in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s 's properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”"CODE"), or any provision of U.S. 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 EntityEntity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective Time (and in any event not later than within three (3) Business Days thereafter), Parent and the second Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of a Certificate or Certificates that immediately prior to the Effective Time represented outstanding Applicable Company Shares whose (other than Excluded Shares were converted into the Offer Price pursuant to Section 3.1, and Dissenting Shares) (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior Certificates shall pass to the Effective Time represented Shares (“Certificates” or “Certificate”) shall passPaying Agent, only upon delivery of the Certificates (or 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 determine prior to the Effective Timeagree) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Per Common Share Merger Consideration or Per Preferred Share Merger Consideration, as and if applicable, to which the holder thereof is entitled. Upon surrender of Certificates any Certificate (or effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) of cash in immediately available funds equal to the product of (x) with respect to Certificates representing Common Shares: (1) the number of Common Shares represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will Per Common 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 Share Merger Consideration (less any required Tax withholdings as provided in Section 2.2(h)), and in each case the Certificate so surrendered shall forthwith be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharescanceled. In the event of a transfer of ownership of Applicable Company Shares that is not registered in the transfer or stock records of the Company, any cash payment may be made to be paid upon due surrender of a Person other than the Person in whose name the Certificate formerly representing such Shares may be paid to such a transferee so surrendered is registered, if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such shall be properly endorsed or otherwise be in proper form for transfer and to evidence that the Person requesting such payment shall pay any applicable stock transfer or other Taxes have required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or are is not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent . No interest shall be entitled paid or accrue on any cash payable pursuant to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeSection 2.2.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time (and in any event not later than within three business days), the second Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Common Shares whose Shares were converted into (other than the Offer Price pursuant to Section 3.1, (AExcluded Shares) a letter notice advising such holders of the effectiveness of the Merger, including the appropriate transmittal which shall specify materials specifying that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof, as provided in Section 4.02(e)) and instructions for surrendering the Certificates (or affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) to the Paying Agent, such materials to be in exchange for a form reasonably acceptable to Acquiror and the Offer Price. (ii) Company. Upon the surrender of Certificates a Certificate (or effective affidavits of loss in lieu thereofthereof as provided in Section 4.02(e)) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and terms of such other documents as may customarily be required by the Paying Agenttransmittal materials, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an a cash amount in immediately available funds (after giving effect to any required Tax withholdingstax withholdings as provided in Section 4.02(f)) equal to the product of (x) the number of Common Shares represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits affidavit of loss in lieu thereofthereof as provided in Section 4.02(e)) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Common Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate may be issued and/or paid to such transferee if the Certificate formerly representing such Common Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second third Business Day following the Effective TimeClosing Date, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration and (y) to each holder of a Company Stock Option or a Performance Share, a check in an amount due and payable to such holder pursuant to Section 2.3 hereof in respect of such Company Stock Option or Performance Share. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any Person holder of Shares (including, for the avoidance of doubt, Restricted Shares) or holder of Company Stock Options or Performance Shares, such amounts as are 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 provision of U.S. state, state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares or holder of the Company Stock Options or Performance Shares, in respect of which such deduction and withholding were made.

Payment Procedures. (ia) As soon Prior to the Effective Date, Parent shall select a Payment Agent, which shall be Parent's Transfer Agent or such other person or persons designated by Parent, to act as reasonably practicable Payment Agent for the Merger (the "Payment Agent"). (b) Promptly after the Effective Time and in any event not later than Date, Parent shall instruct the second Business Day following the Effective Time, the Paying Payment Agent shall to mail to each holder of record a certificate or certificates evidencing shares of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, Company Common Stock (Aother than Dissenting Shares) ("Certificates") (i) a letter of transmittal (which shall include a Substitute Form W-9 and shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective TimePayment Agent) and (Bii) instructions for use in effecting to effect the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon Merger Consideration. Each holder of Company Common Stock, upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Payment Agent together of such holder's Certificates with such the letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificates or Book-Entry Shares shall be entitled paid the amount of cash to which such holder is entitled, pursuant to this Agreement, as payment of the Merger Consideration (without any interest accrued thereon). Until so surrendered, each Certificate shall after the Effective Date represent for all purposes only the right to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry SharesMerger Consideration. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of a transfer an affidavit of ownership of Shares that is not registered in fact by the transfer or stock records of the Company, any cash person claiming such Certificate to be paid upon due surrender of lost, stolen or destroyed and, if required by the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and posting by such person of a bond in such reasonable amount as the Paying Agent shall Surviving Corporation may direct as indemnity against any claim that may be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law made against it with respect to such Certificate, the making Payment Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (c) At the Closing of the transactions contemplated by this Agreement (the "Closing), Parent shall deposit in trust with the Payment Agent, for the ratable benefit of the holders of Company Common Stock (other than Dissenting Shares), the appropriate amount of cash to which such payment. To the extent that amounts holders are so withheld or deducted and paid over entitled pursuant to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having payment of the Merger Consideration (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, make the payments to the holders of the Company Common Stock as set forth in this Agreement. (d) If any delivery of the Merger Consideration is to be made to a person other than the registered holder of the Certificates surrendered in exchange therefor, it shall be a condition to such delivery that the Certificate so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that the person requesting such delivery shall (i) pay to the Payment Agent any transfer or other taxes required as a result of delivery to a person other than the registered holder or (ii) establish to the satisfaction of the Payment Agent that such tax has been paid or is not payable. (e) Any portion of the Payment Fund that remains undistributed to the holders of Company Common Stock as of the first anniversary of the Effective Date shall be delivered to Parent upon demand, and any holder of Company Common Stock who has not theretofore complied with the exchange requirements of this Section shall have no further claim upon the Payment Agent and shall thereafter look only to Parent for payment of the Merger Consideration. (f) If a Certificate has not been surrendered prior to the date on which any receipt of Merger Consideration would otherwise escheat to or become the property of any governmental agency, such Person Certificate shall, to the extent permitted by applicable law, be deemed to be canceled and no Merger Consideration, money or other property will be due to the holder thereof. (g) The Payment Agent shall invest cash in respect the Payment Fund in obligations of which or guaranteed by the United States of America with remaining maturities not exceeding 180 days, in commercial paper obligations receiving the highest rating from either ▇▇▇▇▇'▇ Investors Services, Inc. or Standard & Poor's Corporation, or in certificates of deposit or banker's acceptances of commercial banks with capital exceeding $500 million (collectively, "Permitted Investments"). The maturities of Permitted Investments shall be such deduction as to permit the Payment Agent to make prompt payment to former stockholders of the Company entitled thereto as contemplated by this Section. Any interest and withholding were madeother income resulting from such investments shall be paid to Parent or as Parent may otherwise direct.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second two (2) Business Day Days following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.1, (Ax) a letter of transmittal (which shall specify that that, in the case of certificated Shares, delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company Paying Agent may agree and which are reasonably determine prior satisfactory to the Effective Time) Company), and (By) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or Book-Entry effective affidavits of loss in lieu thereof). Parent and Merger Sub shall pay all stock transfer Taxes with respect to the sale and transfer of any Shares. In ; provided, however, that in the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, properly endorsed or otherwise in proper form for transfer and in each case accompanied by all documents required evidence to evidence and effect such transfer and to evidence the satisfaction of the Paying Agent that any applicable stock transfer or and other similar Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the CompanyPaying Agent, Parent, Merger Sub and the Paying Agent Surviving Corporation shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares, such amounts as are required to be withheld or deducted and paid over to the applicable Governmental Entity under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares or other recipient of consideration hereunder in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day third business day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. No interest shall be paid or accrued on such amounts. In the event that any Certificate represents both Rollover Shares and Shares entitled to receive the Merger Consideration, the Paying Agent shall take such action as necessary to split the Certificates accordingly. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Surviving Corporation that any applicable stock transfer or other Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 2.2(b), each Certificate and Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended 1986 (the “Code”), ) or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares, in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day fifth business day following the Effective TimeClosing Date, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares that were converted into the Offer Price Merger Consideration pursuant to Section 3.1, 2.1 the following: (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Timemutually agree) and (B) instructions for use by the Shareholder in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid payment upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. Any portion of the Merger Consideration made available to the Paying Agent in respect of any Dissenting Shares (as defined below) shall be dealt with in accordance with Section 2.5 below. (iii) The Surviving CorporationEach of the Paying Agent, the Company, Parent, Merger Sub and the Paying Agent their respective Subsidiaries or agents, as applicable, shall be entitled to deduct and withhold from the consideration any amounts otherwise payable under this Agreement to any Person such amounts as are it is required to be withheld or deducted deduct and withhold under the Internal Revenue Code of 1986Code, as amended (and the “Code”)regulations promulgated thereunder, or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld or deducted and paid over amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity (as defined in Section 3.5) within the period required under applicable Governmental Entity, such withheld or deducted amounts Law and (B) shall be treated for all purposes of this Agreement as having been paid to such Person the person in respect of which such deduction and or withholding were was made.

Payment Procedures. (ia) At or prior to the Effective Time, West shall deposit, or shall cause to be deposited, with a paying agent (the “Paying Agent”) appointed by West (with the approval of Raindance), for the benefit of the holders of the Certificates, for exchange in accordance with Article 1 and this Article 2, cash sufficient to pay the aggregate Merger Consideration in exchange (the “Exchange Fund”) for outstanding shares of Raindance Common Stock immediately prior to the Effective Time (other than Excluded Shares). (b) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent West shall mail send or cause to be sent to each former holder of record of Shares whose Shares were converted into shares of Raindance Common Stock immediately prior to the Offer Price pursuant to Section 3.1, Effective Time transmittal materials for use in exchanging such holder’s Certificates for the Merger Consideration (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting Agent). Upon the surrender of Certificates a Certificate (or effective affidavits affidavit of loss in lieu thereofthereof as provided in Section 2.1(d)) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an therefore a check in the amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares shares of Raindance Common Stock represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits affidavit of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Per Share Purchase Price, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares shares of Raindance Common Stock that is not registered in the transfer or stock records of the CompanyRaindance, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate shares of Raindance 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 or other Taxes taxes have been paid or are not applicable. (iiic) The Surviving CorporationNotwithstanding the foregoing, the Company, Parent, Merger Sub and neither the Paying Agent nor any Party shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement liable to any former holder of Raindance Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such amounts as are required Certificate to be withheld lost, stolen or deducted under destroyed and, if required by the Internal Revenue Code Paying Agent, the posting by such Person of 1986, a bond in such reasonable amount as amended (the “Code”), or Paying Agent may direct as indemnity against any provision of U.S. state, local or foreign Tax Law claim that may be made against it with respect to such Certificate, West or the making Paying Agent shall, in exchange for the shares of Raindance Common Stock represented by such payment. To lost, stolen or destroyed Certificate, pay or cause to be paid the extent that amounts are so withheld or deducted and paid over amounts, if any, deliverable in respect to the applicable Governmental Entity, shares of Raindance Common Stock formerly represented by such withheld or deducted amounts Certificate pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of Raindance Common Stock for 12 months after the Effective Time shall be treated returned to West. Any holders of Raindance Common Stock who have not theretofore complied with this Article 2 shall thereafter look only to West for all purposes payment of this Agreement as having been paid to such Person the consideration deliverable in respect of which each share of Raindance Common Stock such deduction and withholding were madeholder holds as determined pursuant to this Agreement, in each case, without any interest thereon.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second (2nd) Business Day following the Effective Time, Parent and the Company shall cause the Paying Agent shall to mail (x) to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration or Preference Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) accompanying instructions for use in effecting the surrender of Certificates if any (or effective affidavits of loss and any indemnity required by Section 3.2(g) in lieu thereof, as applicable) and claiming payment of the Merger Consideration or nonPreference Merger Consideration, as applicable, and (y) to each holder of a Company Stock Option or a Company Stock-certificated Shares represented by bookBased Award, a check in an amount due and payable to such holder pursuant to Section 3.3 in respect of such Company Stock Option or Company Stock-entry (“Book-Entry Shares”) in exchange for the Offer PriceBased Award. (ii) Upon surrender the return of Certificates (or effective affidavits the letter of loss in lieu thereof) or Book-Entry Shares transmittal to the Paying Agent together with such letter of transmittalAgent, duly completed and validly executed in accordance with the instructions thereto, thereto and accompanied by any outstanding Certificates (or effective affidavits of loss accompanied by any indemnity required by Section 3.2(g) in lieu thereof) (if applicable) together with such other documents as may customarily reasonably be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall will be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and and/or the holder’s Book-Entry Shares that were cancelled at the Effective Time multiplied by (y) the Offer PriceMerger Consideration or the Preference Merger Consideration, as appropriate. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharespayable. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares a check may be paid to such a transferee at the sole discretion of the Paying Agent if all appropriate documents required to evidence and effect such transfer (and any Certificate is formerly representing such Shares) are 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 or other Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.2, for the avoidance of doubt each Certificate shall be deemed at any time after the Effective Time to evidence only the right to receive upon such surrender the applicable Merger Consideration or Preference Merger Consideration in accordance with this Article III. (iii) The Surviving Corporation, Notwithstanding anything to the Companycontrary in this Agreement, Parent, Merger Sub Sub, the Surviving Corporation and the Paying Agent shall will be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. federal, U.S. state, U.S. local or foreign non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental EntityTaxing Authority, such withheld or deducted amounts shall be are treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second fifth Business Day following the Effective Time, the Paying Agent shall mail (x) to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates (to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration and (y) to each holder of a Company Stock Option or a Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 5.5 hereof in respect of such Company Stock Option or Company Stock-Based Award. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares or holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, 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 EntityEntity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent shall cause the Paying Agent shall 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 whose Shares were converted into the Offer Price pursuant right to Section 3.1receive the Merger Consideration, (Ai) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof and any required bond in accordance with SECTION 1.10) to the Paying Agent (and shall be in such form and have contain such other provisions as Parent and or the Company Paying Agent may reasonably determine prior to the Effective Timespecify) and (Bii) 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 thereofthereof together with any required bond in accordance with SECTION 1.10) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder holders of such Certificates or Book-Entry formerly representing the Shares shall be entitled to receive in exchange therefor an amount (the Merger Consideration, and the Certificates so surrendered shall forthwith be canceled. Until so surrendered, outstanding Certificates shall be deemed from and after giving effect the Effective Time, for all corporate purposes, to any required Tax withholdings) equal evidence only the right to receive the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due Promptly following surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Companyany such Certificates, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect deliver to the making of such payment. To record holders thereof, without interest, the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeMerger Consideration.

Payment Procedures. (ia) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Buyer shall cause the Paying Agent shall exchange agent selected by Buyer (the “Exchange Agent”) to mail to each holder the former shareholders of record Seller and former holders of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, Seller Rights appropriate transmittal materials (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of Certificates such certificates or other instruments to the Paying Agent (Exchange Agent). The certificate or certificates of Seller Common Stock and instruments representing Seller Rights so surrendered shall be in such form and have such other provisions duly endorsed as Parent and the Company Exchange Agent may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesrequire. In the event of a transfer of ownership of Shares shares of Seller Common Stock represented by certificates that is not registered in the transfer or stock records of Seller, the Company, any cash to be paid upon due surrender of the Certificate formerly representing Merger Consideration payable for such Shares shares as provided in Section 3.1 may be paid issued to such a transferee if the certificates representing such Certificate is presented shares are delivered to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer or other Taxes taxes have been paid paid. In the event any certificate representing Seller Common Stock certificate or are not applicableSeller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. (iiib) The Surviving CorporationAfter the Effective Time, each holder of shares of Seller Common Stock (other than Excluded Shares) issued and outstanding at the CompanyEffective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, Parentwithout interest, pursuant to this Section 4.1. Buyer shall not be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger Sub until such holder surrenders such holder’s Certificate or Certificates for exchange as provided in this Section 4.1. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any Seller Entity, nor the Exchange Agent shall be liable to any holder of Seller Common Stock or to any holder of Seller Rights for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) Each of Buyer and the Paying Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable under pursuant to this Agreement to any Person holder of shares of Seller Common Stock and Seller Rights such amounts amounts, if any, as are it is required to be withheld or deducted deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such paymentor by any Taxing Authority or Governmental Authority. To the extent that any amounts are so withheld by Buyer, the Surviving Corporation or deducted and paid over to the applicable Governmental EntityExchange Agent, as the case may be, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the shares of Seller Common Stock or Seller Rights, as applicable in respect of which such deduction and withholding were madewas made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be. (d) Adoption of this Agreement by the shareholders of Seller shall constitute ratification of the appointment of the Exchange Agent.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceapplicable Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other similar Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (ia) As soon as reasonably practicable after Parent shall instruct, and use its commercially reasonable efforts to cause, the Paying Agent to mail promptly following the Effective Time (and in any event not later than the second within two Business Day following the Effective Time, the Paying Agent shall mail Days thereafter) to each holder of record of Shares whose Shares were converted into a certificate that immediately prior to the Offer Price pursuant to Section 3.1Effective Time represented outstanding shares of Company Common Stock or Company Series B Stock (collectively, the “Certificates”): (Ai) a letter of transmittal in customary form and having such provisions as Parent and the Company shall reasonably agree before the Effective Time (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent (Agent, and shall be in such form and have such other provisions as Parent and the Company Paying Agent may reasonably determine prior to the Effective Time) specify), and (Bii) instructions for use in effecting the surrender of such Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for such holder’s applicable portion of the Offer Price. (ii) Cash Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate to the Paying Agent (or receipt of an “agent’s message” by the Paying Agent (or any other evidence of transfer that the Paying Agent may reasonably request) in the case of the transfer of Company Common Stock or Company Series B Stock held in book-entry form) together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by to the Paying Agenttransmittal letter, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount for the Certificate the applicable portion of the Cash Consideration. Until so surrendered, outstanding Certificates will be deemed from and after the Effective Time, for all corporate purposes, to evidence only the right to receive the applicable portion of the Cash Consideration. (after giving effect to any required Tax withholdingsb) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued will accrue on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Cash Consideration. In the event of a transfer of ownership of Shares Company Common Stock or Company Series B Stock that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender the applicable portion of the Cash Consideration shall be payable to such transferee if the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate Company Common Stock or Company Series B Stock 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 or other Taxes taxes have been paid or are not applicablepaid. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. The Company shall prepare a transmittal form (ithe “Letter of Transmittal”) As soon as reasonably practicable after which shall have been approved by Parent prior to distribution to any holder of Shares, advising such holders of the Effective Time and in any event not later than the second Business Day following the Effective Time, procedure for surrendering to the Paying Agent shall 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 whose Shares were converted into the Offer Price pursuant to Section 3.1Transmittal shall provide, (A) a letter of transmittal which shall specify among other things, that delivery shall will be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Certificates and Book-Entry Shares (“Certificates” or “Certificate”) shall will pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares Shares, as the case may be, to the Paying Agent together with such letter and instructions for use in effecting the surrender of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied in exchange for the Per Share Merger Consideration. Upon the proper surrender of a Certificate (or effective affidavit of loss in lieu thereof) or Book-Entry Share to the Paying Agent, together with 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 or Book-Entry Share will be entitled to receive in exchange therefor cash in the amount (yafter giving effect to any required tax withholdings) that such holder has the Offer Priceright to receive pursuant to this Article II, and the Certificate or Book-Entry Share so surrendered will be cancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares or Book-Entry Share may be paid to such a transferee if the Certificate or Book-Entry Share formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second (2nd) Business Day following the Effective TimeClosing Date, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.1, 3.1 (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of 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 the Company may reasonably determine mutually agree prior to the Effective Time) Closing), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or Book-Entry Shares effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash equal to the product of (xA) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (yB) the Offer PriceMerger Consideration (less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or Book-Entry Shareseffective affidavits of loss in lieu thereof). In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving CorporationPaying Agent, the Company, ParentParent and Merger Sub, Merger Sub and the Paying Agent as applicable, shall be entitled to deduct and withhold from the consideration otherwise any amounts payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law relating to Taxes with respect to the making of such payment. To the extent that amounts are so deducted or withheld or deducted and paid over to the applicable Governmental Entitytaxing authority, such deducted or withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such the Person in respect of which such deduction and or withholding were was made.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Surviving Corporation will instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (Aother than Excluded Shares) a letter of transmittal which shall specify in customary form as reasonably agreed by the parties specifying that delivery shall will be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall Certificates will pass, only upon proper delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) to the Paying Agent and instructions for use in exchange for effecting the Offer Price. (ii) Upon surrender of the Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. Upon the proper surrender of a Certificate (or Book-Entry Shares effective affidavit of loss in lieu thereof) to the Paying Agent Agent, together with such a properly completed letter of transmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily reasonably be required requested by the Paying AgentAgent (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 Certificates or Book-Entry Shares shall Certificate will be entitled to receive in exchange therefor an cash in the amount (after giving effect to any required Tax tax withholdings) equal that such holder has the right to receive pursuant to this Article III, and the product of (x) the number of Shares represented by such holder’s properly Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Pricewill forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Surviving Corporation shall cause the Exchange Agent shall to mail to each holder of record of Shares whose Shares were converted into shares of Company Common Stock at the Offer Price pursuant to Section 3.1, Effective Time (A) a letter of transmittal which shall specify specifying that delivery of the Certificates shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Certificates and Book-Entry Shares (“Certificates” or “Certificate”) 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 (and shall Exchange Agent, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may shall reasonably determine prior to the Effective Time) agree and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and evidence of Book-Entry Shares multiplied in exchange for the 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 Book-Entry Share is registered on the transfer books of the Company, subject to the receipt 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 Exchange Agent, together with 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 or Book-Entry Shares will be entitled to receive in exchange therefor the applicable Merger Consideration (yafter giving effect to any required tax withholdings) that such holder has the Offer Priceright to receive pursuant to this Article III, and the Certificate or Book-Entry Shares so surrendered will forthwith be cancelled and retired. No interest will shall be paid paid, payable or accrued on any amount payable upon due surrender of the Certificates 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 or stock records of the Company, any the cash and the number of Parent ADSs to be paid and issued upon due surrender of the Certificate formerly representing such or Book-Entry Shares may be paid to such a transferee if the Certificate or evidence of Book-Entry Shares formerly representing such Certificate 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 or other Taxes have been paid or are not applicable. (iiiii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld No dividends or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law other distributions with respect to securities of Parent constituting part of the making Merger Consideration shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, in addition to the Merger Consideration, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Effective Time, which were either previously paid or payable on the date of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid surrender with respect to such Person in securities and (B) at the appropriate payment date, the amount of dividends or other distributions payable with respect of which to such deduction securities with a record date after the Effective Time and withholding were madeprior to surrender and with a payment date subsequent to such surrender.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective TimeClosing Date, the Surviving Corporation shall instruct the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration (less any applicable withholding Taxes). No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid payment upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. The Merger Consideration, paid in full with respect to any Share in accordance with the terms hereof, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Share. (iii) The Surviving CorporationPaying Agent, the CompanyCompany and its Subsidiaries, ParentParent and Merger Sub, Merger Sub and the Paying Agent as applicable, shall be entitled to deduct and withhold from the consideration any amounts otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), and the regulations promulgated thereunder, or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld or deducted and paid over amounts (i) shall be remitted by the applicable entity to the applicable appropriate Governmental Entity, such withheld or deducted amounts Entity and (ii) shall be treated for all purposes of this Agreement as having been paid to such the Person in respect of which such deduction and or withholding were was made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day business day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) 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 reasonably determine prior to the Effective Time) mutually agree), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and or Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes (as hereinafter defined) have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person holder of Shares such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended 1986 (the “Code”), ) or any provision of U.S. state, state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental EntityEntity (as hereinafter defined), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the Shares in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent and the Paying Surviving Corporation shall cause the Payment Agent shall to mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding Shares whose Shares were converted into (the Offer Price pursuant to Section 3.1, "Certificates") (Ai) a letter of transmittal which shall specify specifying that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates (or affidavits of loss in lieu thereof in accordance with Section 1.7(d)) to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) Payment Agent, and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for payment of the Offer Price. (ii) applicable Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Payment Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an a check in the amount (after giving effect to any required Tax tax withholdings) equal to the product of (x) Merger Consideration multiplied by the number of Shares theretofore represented by such holder’s properly Certificate, and the Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceshall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate 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 or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporationpaid. Promptly after the Effective Time, the Company, Parent, Merger Sub Parent and the Paying Surviving Company shall cause the Payment Agent shall be entitled to deduct and withhold from mail to each holder of a Stock Option outstanding at the consideration otherwise payable under this Agreement Effective Time (excluding any Stock Option for which payment already has been made by the Company pursuant to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law Section 1.6(c) hereof) a check with respect to the making of all Stock Options held by such paymentholder in an amount determined in accordance with Section 1.6(c) hereof (after giving effect to any required tax withholdings). To the extent that amounts are so withheld No interest will be paid or deducted and paid over accrued on any amount payable pursuant to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person Section 1.6(c) hereof in respect of which such deduction and withholding were madeStock Options.

Payment Procedures. (i) As soon as reasonably practicable possible after the Effective Time (and in any event not later than within three Business Days thereafter), Parent and the second Business Day following the Effective Time, Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares a Certificate or Certificates that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the Offer Price pursuant right to Section 3.1, receive the Per Share Merger Consideration (A) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior Certificates held by such holder of record shall pass to the Effective Time represented Shares (“Certificates” or “Certificate”) shall passPaying Agent, only upon proper delivery of the Certificates (or affidavits of loss in lieu thereof) to the Paying Agent (Agent), and which letter shall be in such a customary form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Per Share Merger Consideration to which the holder thereof is entitled. Upon surrender of Certificates any Certificate (or effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be reasonably required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Certificate (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) of cash in immediately available funds equal to the product of (x) the number of Shares shares of Company Common Stock represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits of loss in lieu thereof) multiplied by (y) the Per Share Merger Consideration (less any required Tax withholdings as provided in ‎Section 2.09(g)), and the Certificate so surrendered shall forthwith be canceled. In the event of a transfer of ownership of shares of Company Common Stock that is not registered in the transfer records of the Company, payment may be made to a Person other than the Person in whose name the Certificate so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer and the Person requesting such payment shall pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable pursuant to this ‎Section 2.09. (ii) As soon as possible after the Effective Time (and in any event within three Business Days thereafter), Parent and the Surviving Corporation shall cause the Paying Agent to mail to each holder of record of Book-Entry Shares (other than holders of Excluded Shares) not held through The Depository Trust Company that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Per Share Merger Consideration (A) a form of letter of transmittal which letter shall be in a customary form and (B) instructions for use in exchange for the Per Share Merger Consideration to which the holder thereof is entitled. Upon return of such letter of transmittal, duly executed 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 Book-Entry Shares (other than holders of Excluded Shares) shall be entitled to receive in exchange therefor an amount of cash in immediately available funds equal to (x) the number of shares of Company Common Stock represented by such Book-Entry Shares multiplied by (y) the Offer PricePer Share Merger Consideration (less any required Tax withholdings as provided in ‎Section 2.09(g)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment with respect to Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered. No interest will shall be paid or accrued accrue on any amount cash payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash pursuant to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicablethis ‎Section 2.09. (iii) Notwithstanding anything to the contrary in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or, in the case of Book-Entry Shares held through The Surviving CorporationDepository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Per Share Merger Consideration that such holder is entitled to receive pursuant to this ‎Article 2. In lieu thereof, each holder of record of one or more Book-Entry Shares held through The Depository Trust Company whose Shares were converted into the right to receive the Per Share Merger Consideration shall, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, Merger Sub and the Paying Agent shall and The Depository Trust Company, be entitled to deduct receive, and withhold from Parent shall cause the consideration otherwise payable under this Agreement Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time (and in any Person such amounts as are required to be withheld or deducted under event within five Business Days after the Internal Revenue Code of 1986, as amended (the “Code”Effective Time), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person Per Share Merger Consideration in respect of which each such deduction share of Company Common Stock (less any required Tax withholdings as provided in ‎Section 2.09(g)), and withholding were madethe Book-Entry Shares of such holder shall forthwith be cancelled.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time (and in any event not later than the second within 3 Business Day following Days) after the Effective Time, to the extent not previously delivered, the Surviving Corporation shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price Per Share Merger Consideration pursuant to Section 3.11.1, (A) a letter of transmittal which (the “Letter of Transmittal”) in customary form as agreed to between the Company and Parent prior to the Closing. The Letter of Transmittal shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof as provided in Section 1.3(h)) 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 reasonably determine prior to the Effective Time) and (B) agree. The Letter of Transmittal shall be accompanied by instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer Priceapplicable Per Share Merger Consideration. (ii) Upon surrender As soon as reasonably practicable after the date of Certificates delivery (or, if later, after the Effective Time) to the Paying Agent of a Certificate (or effective affidavits affidavit of loss in lieu thereofthereof as provided in Section 1.3(h)) or Book-Entry Shares to (or, in the Paying Agent together with such letter case of transmittalBook-Entry Shares, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required receipt of an “agent’s message” by the Paying Agent, or such other evidence, if any, of transfer as the Paying Agent may reasonably request), together with a properly completed and duly executed Letter of Transmittal and any other documentation required hereby, the holder of record of such Certificates Certificate (or effective affidavit of loss in lieu thereof as provided in Section 1.3(h)) or Book-Entry Shares shall be entitled to receive from the Exchange Fund in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits affidavit of loss in lieu thereofthereof as provided in Section 1.3(h)) and or Book-Entry Shares multiplied by and (y) the Offer PricePer Share Merger Consideration (less any required withholding of Taxes). The foregoing payment shall be made via check or wire transfer of immediately available funds, at each such holder’s election as specified in the Letter of Transmittal. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid payment upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) . The Surviving CorporationPer Share Merger Consideration, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law paid in full with respect to any Share in accordance with the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entityterms hereof, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having deemed to have been paid in full satisfaction of all rights pertaining to such Person in respect of which such deduction and withholding were madeShare.

Payment Procedures. (i) As soon as reasonably practicable after Appropriate transmittal materials shall be provided to the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent shall mail to each holder holders of record of Shares whose Shares were converted into promptly following the Offer Price pursuant Effective Time by the Paying Agent advising such holders of the effectiveness of the Merger and the procedure for surrendering Certificates to Section 3.1, the Paying Agent. The transmittal materials shall (Ai) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of the Certificates (or an effective affidavit of loss in lieu thereof) to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (Bii) include instructions for use in effecting the surrender of Certificates (or effective affidavits affidavit of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) aggregate Per Share Merger Consideration payable in respect of the Shares represented by such Certificates. Upon surrender of Certificates a Certificate (or an effective affidavits affidavit of loss in lieu thereof) or Book-Entry Shares ), together with properly completed and executed transmittal materials, to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by terms of the Paying Agenttransmittal materials, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an a cash amount (after giving effect to any required Tax withholdingstax withholdings as provided in Section 4.7) equal to the product of (xA) the number of Shares represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits affidavit of loss in lieu thereof) and Book-Entry Shares multiplied by (yB) the Offer PricePer Share Merger Consideration, in the form 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 be cancelled forthwith. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock 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 formerly representing such Shares may be paid issued to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporation. 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, the Company, Parent, Merger Sub and the Paying Agent it shall be entitled to deduct and withhold from a condition of such delivery that the consideration otherwise payable under this Agreement to Person requesting such delivery shall pay any Person such amounts as are transfer or other Taxes required to be withheld paid by reason of such delivery to a Person whose name is other than that of the holder of the Certificate surrendered or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect shall establish to the making reasonable satisfaction of Parent that such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having Tax has been paid to such Person in respect of which such deduction and withholding were madeor is not applicable.

Payment Procedures. (ia) At or prior to the Effective Time, West shall deposit, or shall cause to be deposited, with a paying agent (the "Paying Agent") appointed by West (with the approval of Raindance), for the benefit of the holders of the Certificates, for exchange in accordance with Article 1 and this Article 2, cash sufficient to pay the aggregate Merger Consideration in exchange (the "Exchange Fund") for outstanding shares of Raindance Common Stock immediately prior to the Effective Time (other than Excluded Shares). (b) As soon promptly as reasonably practicable after the Effective Time and in any event not later than the second Business Day following the Effective Time, the Paying Agent West shall mail send or cause to be sent to each former holder of record of Shares whose Shares were converted into shares of Raindance Common Stock immediately prior to the Offer Price pursuant to Section 3.1, Effective Time transmittal materials for use in exchanging such holder's Certificates for the Merger Consideration (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting Agent). Upon the surrender of Certificates a Certificate (or effective affidavits affidavit of loss in lieu thereofthereof as provided in Section 2.1(d)) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together in accordance with the terms of such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentexecuted, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an therefore a check in the amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares shares of Raindance Common Stock represented by such holder’s properly surrendered Certificates Certificate (or effective affidavits affidavit of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Per Share Purchase Price, and the Certificate so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesthe Certificates. In the event of a transfer of ownership of Shares shares of Raindance Common Stock that is not registered in the transfer or stock records of the CompanyRaindance, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate shares of Raindance 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 or other Taxes taxes have been paid or are not applicable. (iiic) The Surviving CorporationNotwithstanding the foregoing, the Company, Parent, Merger Sub and neither the Paying Agent nor any Party shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement liable to any former holder of Raindance Common Stock for any amount properly delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. (d) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such amounts as are required Certificate to be withheld lost, stolen or deducted under destroyed and, if required by the Internal Revenue Code Paying Agent, the posting by such Person of 1986, a bond in such reasonable amount as amended (the “Code”), or Paying Agent may direct as indemnity against any provision of U.S. state, local or foreign Tax Law claim that may be made against it with respect to such Certificate, West or the making Paying Agent shall, in exchange for the shares of Raindance Common Stock represented by such payment. To lost, stolen or destroyed Certificate, pay or cause to be paid the extent that amounts are so withheld or deducted and paid over amounts, if any, deliverable in respect to the applicable Governmental Entity, shares of Raindance Common Stock formerly represented by such withheld or deducted amounts Certificate pursuant to this Agreement. (e) Any portion of the Exchange Fund that remains unclaimed by the holders of Raindance Common Stock for 12 months after the Effective Time shall be treated returned to West. Any holders of Raindance Common Stock who have not theretofore complied with this Article 2 shall thereafter look only to West for all purposes payment of this Agreement as having been paid to such Person the consideration deliverable in respect of which each share of Raindance Common Stock such deduction and withholding were madeholder holds as determined pursuant to this Agreement, in each case, without any interest thereon.

Payment Procedures. (i) As soon promptly as reasonably practicable after the Effective Time and practicable, but in any no event not later than the second three (3) Business Day following Days after the Effective Time, Parent shall cause the Paying Agent shall to mail to each holder of record shares of Shares Company Common Stock immediately prior to the Effective Time, whose Shares shares were converted into the Offer Price right to receive the Merger Consideration pursuant to Section 3.1, 1.8(a): (Aa) a letter of transmittal in customary form as reasonably agreed to by the Company and Parent (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) Agent); and (Bb) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Agent Agent, together with such letter of transmittal, duly completed executed and validly executed in accordance with the instructions theretocompleted, and such other documents as may customarily be required by the Paying AgentAgent may reasonably require, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive the Merger Consideration in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product for each share of (x) the number of Shares Company Common Stock formerly represented by such holder’s properly Certificate in the form of a check, to be promptly mailed, and the Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceshall forthwith be canceled. No interest will shall be paid or accrued accrue on the Merger Consideration. If any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records portion of the Company, any cash Merger Consideration is to be paid upon due surrender to a Person other than the Person in whose name the applicable surrendered Certificate is registered, then it shall be a condition to the payment of such Merger Consideration that (i) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (ii) the Person requesting such payment shall have (A) paid any transfer and other Taxes required by reason of such payment in a name other than that of the registered holder of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate 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 or other such Taxes are not payable. Subject to Section 2.10 hereof, the Merger Consideration paid in accordance with the terms of this Article 2 shall be deemed to have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code in full satisfaction of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect all rights pertaining to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeCompany Common Stock represented thereby.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second fifth Business Day following the Effective Time, the Paying Agent shall mail to each holder of record of Shares whose Shares (together with associated Rights) were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) shall pass, only upon delivery of Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub Parent and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, White shall cause the Paying Agent shall person authorized to act as paying agent under this Agreement (the "Exchange Agent") to mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, a Certificate (Ai) a letter of transmittal (the "Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon proper delivery of the Certificates to the Paying Exchange Agent (and shall be in such customary form and have such other provisions as Parent and the Company White may reasonably determine prior to the Effective Timespecify) and (Bii) instructions for use in effecting to effect the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. Per Share Merger Consideration. As promptly as practicable following the Effective Time, White shall deliver, in trust (ii) the "Exchange Trust"), to the Exchange Agent, for the benefit of Green shareholders, an amount in cash equal to the Per Share Merger Consideration multiplied by the number of shares of Green Common Stock to be converted into the right to receive the Per Share Merger Consideration. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Exchange Agent together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other customary documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of such Certificate shall be paid by check in exchange therefor the amount of cash which such holder has the right to receive in accordance with Section 2.1(b), and the Certificate so surrendered shall forthwith be canceled. In no event shall the holder of any such surrendered Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender received in the Merger. If such check is to be issued in the name of a person other than the person in whose name the Certificates surrendered for exchange therefor SECTION 8. The words "and/or certificates representing White Common Stock and White Merger Securities" are hereby deleted from Section 2.6 of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicableMerger Agreement. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and Time, but in any no event not later than the second three Business Day following Days after the Effective Time, the Paying Surviving Company shall cause the Exchange Agent shall to mail to each holder record holder, as of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1Effective Time (the “Holders”), (A) a letter of transmittal which shall specify specifying that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” Certificates held by any Holder representing Company Common Stock or “Certificate”) Company Preferred Stock shall pass, pass only upon delivery of such Certificates (or affidavits of loss in lieu thereof) to the Paying Exchange Agent (and shall or, in the case of Book Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, such letter of transmittal to be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) agree and (B) instructions for use in effecting the surrender of the Certificates in exchange for the Merger Consideration or the applicable Parent Preferred Stock, as the case may be, or, in the case of Book Entry Shares, the surrender of such shares, for payment of the Merger Consideration or the applicable Parent Preferred Stock therefor. (ii) Upon surrender by a Holder of the Company Common Stock to the Exchange Agent of any Certificate (or effective affidavits evidence of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Book Entry Shares”) in exchange , as applicable, for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent cancellation together with such a duly executed letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares Holder shall be entitled to receive in exchange therefor an the Merger Consideration that such holder is entitled to receive pursuant to this Article III (and the amount (after giving effect of cash in respect of any dividends or other distributions to any required Tax withholdings) equal which such holder is entitled pursuant to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereofSection 3.2(b)(iv), if any) and Book-the Certificate or Book Entry Shares multiplied by (y) the Offer Priceso surrendered shall forthwith be cancelled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates or Book-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 or stock records of the Company, any cash payment may be issued to be paid upon due surrender of such a transferee if the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate shares of Company Common Stock is presented to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer transfer, and to evidence that the Person requesting such issuance pays any applicable stock transfer or other Taxes have required by reason of such payment to a Person other than the registered holder of such Certificate or establishes to the satisfaction of Parent and the Company that such Tax has been paid or are is not applicable. (iii) The Surviving CorporationEach holder of Series C Preferred Stock upon surrender of any Certificate or Book Entry Shares, as applicable, to the CompanyExchange Agent together with such letter of transmittal, Parentduly executed, Merger Sub and such other documents as may reasonably be required by the Paying Agent Exchange Agent, shall be entitled to deduct and withhold from receive in exchange therefor a certificate or certificates representing the consideration otherwise payable under number of shares of Parent 8.7% Preferred Stock into which the aggregate number of shares of Series C Preferred Stock previously represented by such Certificate or Book Entry Shares shall have been converted pursuant to this Agreement and the amount of cash in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(b)(iv), if any. Each holder of Series D Preferred Stock upon surrender of any Person such amounts as are required to be withheld Certificate or deducted under the Internal Revenue Code of 1986Book Entry Shares, as amended (applicable, to the “Code”Exchange Agent together with such letter of transmittal, duly executed, and such other documents as may reasonably be required by the Exchange Agent, shall be entitled to receive in exchange therefor a certificate or certificates representing the number of shares of Parent 8.75% Preferred Stock into which the aggregate number of shares of Series D Preferred Stock previously represented by such Certificate or Book Entry Shares shall have been converted pursuant to this Agreement and the amount of cash in respect of any dividends or other distributions to which such holder is entitled pursuant to Section 3.2(b)(iv), if any. (iv) No dividends or any provision of U.S. state, local or foreign Tax Law other distributions with respect to securities of the making Parent Common Stock or the Parent Preferred Stock with a record date after the Closing Date shall be paid to the holder of any Certificates or Book Entry Shares not surrendered until such Certificates or Book Entry Shares, as applicable, are surrendered as provided in this Section 3.2. Following such surrender, there shall be paid, without interest, to the Person in whose name the Parent Common Stock or Parent Preferred Stock, as applicable, has been registered, (A) at the time of surrender, the amount of all dividends or other distributions with a record date after the Closing Date previously paid or payable on the date of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid surrender with respect to such Person in Parent Common Stock or Parent Preferred Stock, as applicable, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Closing Date and prior to surrender and with a payment date subsequent to surrender payable with respect of which to such deduction and withholding were madeParent Common Stock or Parent Preferred Stock, as applicable.

Payment Procedures. (ia) As soon as reasonably practicable Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Buyer shall cause the Paying Agent shall exchange agent selected by Buyer (the "Exchange Agent") to mail to each holder the former shareholders of record Seller and former holders of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, Seller Rights appropriate transmittal materials (A) a letter of transmittal which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) other instruments theretofore representing shares of Seller Common Stock and Seller Rights shall pass, only upon proper delivery of Certificates such certificates or other instruments to the Paying Agent (Exchange Agent). The certificate or certificates of Seller Common Stock and instruments representing Seller Rights so surrendered shall be in such form and have such other provisions duly endorsed as Parent and the Company Exchange Agent may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesrequire. In the event of a transfer of ownership of Shares shares of Seller Common Stock represented by certificates that is not registered in the transfer or stock records of Seller, the Company, any cash to be paid upon due surrender of the Certificate formerly representing Merger Consideration payable for such Shares shares as provided in Section 3.1 may be paid issued to such a transferee if the certificates representing such Certificate is presented shares are delivered to the Paying Exchange Agent, accompanied by all documents required to evidence and effect such transfer and by evidence reasonably satisfactory to evidence the Exchange Agent that such transfer is proper and that any applicable stock transfer or other Taxes taxes have been paid paid. In the event any certificate representing Seller Common Stock certificate or are not applicableSeller Right shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and the posting by such person of a bond in such amount as Buyer may reasonably direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration as provided for in Section 3.1. The Exchange Agent may establish such other reasonable and customary rules and procedures in connection with its duties as it may deem appropriate. Buyer shall pay all charges and expenses, including those of the Exchange Agent in connection with the distribution of the Merger Consideration as provided in Section 3.1. (iiib) The Surviving CorporationAfter the Effective Time, each holder of shares of Seller Common Stock (other than Excluded Shares) issued and outstanding at the CompanyEffective Time shall surrender the Certificate or Certificates representing such shares to the Exchange Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.1, Parentwithout interest, pursuant to this Section 4.1. Buyer shall not be obligated to deliver the consideration to which any former holder of Seller Common Stock is entitled as a result of the Merger Sub until such holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 4. 1. Any other provision of this Agreement notwithstanding, neither any Buyer Entity, nor any Seller Entity, nor the Exchange Agent shall be liable to any holder of Seller Common Stock or to any holder of Seller Rights for any amounts paid or properly delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law. (c) Each of Buyer and the Paying Exchange Agent shall be entitled to deduct and withhold from the consideration otherwise payable under pursuant to this Agreement to any Person holder of shares of Seller Common Stock and Seller Rights such amounts amounts, if any, as are it is required to be withheld or deducted deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such paymentor by any Taxing Authority or Governmental Authority. To the extent that any amounts are so withheld by Buyer, the Surviving Corporation or deducted and paid over to the applicable Governmental EntityExchange Agent, as the case may be, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the shares of Seller Common Stock or Seller Rights, as applicable in respect of which such deduction and withholding were madewas made by Buyer, the Surviving Corporation or the Exchange Agent, as the case may be. (d) Adoption of this Agreement by the shareholders of Seller shall constitute ratification of the appointment of the Exchange Agent.

Payment Procedures. (i) As soon as reasonably practicable after Prior to the Effective Time and in any event not later than the second Business Day following the Effective TimeClosing, the Paying Agent EUSA shall mail to each holder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (A) provide a letter of transmittal in form and substance reasonably acceptable to the Buyer (which shall specify specify, among other matters, that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (or lost certificate affidavits) to the certificates 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 shares of Capital Stock (“Certificates” or each such certificate, a “Certificate”) shall pass, only upon delivery of Certificates for cancellation to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, (and such other customary documents as may customarily reasonably be required by the Paying Agent), the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount (after giving effect the applicable Merger Consideration with respect to any required Tax withholdings) equal to the product each share of (x) the number of Shares represented Capital Stock evidenced by such holder’s properly Certificate, and the Certificate so surrendered shall forthwith be canceled. 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 entitled to receive in exchange therefor the applicable Option Consideration or Warrant Consideration with respect to such EUSA Option or EUSA Warrant and shall not be required to deliver any Certificates (in respect of such EUSA Option or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry SharesEUSA Warrant. In the event of a transfer of ownership of Shares shares of Capital Stock that is not registered in the transfer or stock records of the EUSA Company, the proper amount of cash may be paid in exchange therefor to a Person other than the Person in whose name the Certificate so surrendered 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 Certificate formerly representing such Shares may be paid to such Transmittal is delivered and, if applicable, a transferee if such Certificate 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 such transfer (B) the applicable Option Consideration and Warrant Consideration payable pursuant to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iiiSections 2.3(b)(i) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”2.3(c)(i), or any provision of U.S. staterespectively, 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 EntityParticipant in immediately available funds within three (3) Business Days after such delivery and, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeif applicable, surrender.

Payment Procedures. (ia) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day following 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, Parent and the Stockholder Representative shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into a certificate or certificates which represented shares of Company Capital Stock immediately prior to the Offer Price pursuant to Section 3.1, Effective Time (Athe "Certificates") a letter of appropriate transmittal materials and instructions (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) such Certificates shall pass, only upon proper delivery of Certificates such Certificates, to the Paying Agent (and Agent). The Certificate or Certificates representing Company Capital Stock so delivered shall be in such form and have such other provisions duly endorsed as Parent and the Company may reasonably determine prior to the Effective Time) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharesrequire. 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 or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares Cash Merger Consideration provided in Section 3.2 may be paid issued to such a transferee if the Certificates representing such Certificate 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 or other Taxes 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. (iiib) The Surviving CorporationAfter the Effective Time, each holder of shares of Company Capital Stock (other than shares to be canceled pursuant to Section 3.3, and excluding Dissenting Shares and excluding shares to be issued upon the exercise of Company Options immediately prior to the Effective Time) issued and outstanding at the Effective Time shall surrender the Certificate or Certificates representing such shares to the Paying Agent and shall promptly upon surrender thereof receive in exchange therefor the consideration provided in Section 3.2. Parent shall not be obligated to deliver the consideration to which any former holder of Company Capital Stock is entitled as a result of the Merger until such holder surrenders such holder's Certificate or Certificates for exchange as provided in this Section 4.1. Promptly after the Effective Time, the CompanyPaying Agent shall deliver to the holders of Company Options the amounts due, if any, to such holders of Company Options under Sections 3.4(b) and 3.4(c). (c) Each of Parent, Merger Sub the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under pursuant to this Agreement to any Person holder of shares of Company Capital Stock such amounts amounts, if any, as are it is required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law deduct and withhold with respect to the making of such paymentpayment under the Code or any provision of state, local or foreign Tax Law. To the extent that any amounts are so withheld by Parent, the Surviving Corporation or deducted and paid over to the applicable Governmental EntityPaying Agent, as the case may be, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person the holder of the shares of Company Capital Stock in respect of which such deduction and withholding were madewas made by Parent, the Surviving Corporation or the Paying Agent, as the case may be. (d) Any other provision of this Agreement notwithstanding, none of Parent, the Surviving Corporation or the Paying Agent shall be liable to a holder of Company Capital Stock for any amounts paid or property delivered in good faith to a public official pursuant to any applicable abandoned property, escheat or similar Law.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second fifth (5th) Business Day following the Effective TimeClosing Date, Parent shall cause the Paying Agent shall to mail to each holder of record of Shares shares of Company Common Stock whose Shares shares were converted into the Offer Price right to receive the Merger Consideration pursuant to Section 3.11.4(b), (A) a letter of transmittal with respect to Book-Entry Shares (to the extent applicable) and Certificates (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon on delivery of 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 the Company may mutually reasonably determine agree prior to the Effective Time) ), and (B) instructions for use in effecting the surrender of Book-Entry Shares (to the extent applicable) or Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive in exchange therefor an amount (after giving effect therefor, and the Paying Agent shall be required to any required Tax withholdings) equal promptly deliver to each such holder, the product of (x) Merger Consideration into which the number of Shares shares represented by such holder’s properly surrendered Certificates or Book-Entry Shares have been converted pursuant to Section 1.4(b), subject to Section 2.5. No interest shall be paid or accrued on any amount payable on due surrender of Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records If payment of the Company, any cash Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition precedent of payment that (A) the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and (B) the Person requesting such payment shall have paid upon due surrender any transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate formerly representing surrendered or shall have established that such Shares may be paid to such a transferee if such Certificate is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have Tax either has been paid or are is not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986paid, as amended (the “Code”)in each case, or any provision of U.S. state, local or foreign Tax Law with respect to the making satisfaction of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madeParent.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second Business Day third (3rd) business day following the Effective TimeClosing Date, Parent shall cause the Paying Agent shall to mail to each holder of record of a Certificate or Certificates that, immediately prior to the Effective Time, represented issued and outstanding Shares whose Shares were converted into the Offer Price right to receive the Merger Consideration pursuant to Section 3.12.01(a), (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of 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 the Company may mutually reasonably determine prior to the Effective Timeagree) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Paying Agent Agent, together with such letter of transmittal, duly completed completed, and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates (or Book-Entry Shares effective affidavits of loss in lieu thereof) shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) in cash equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer PriceMerger Consideration. No interest will shall be paid or accrued on any amount payable upon due surrender of Certificates (or Book-Entry Shareseffective affidavits of loss in lieu thereof). In the event of a transfer of ownership of Shares that is not registered in the stock transfer or stock records books of the Company, any cash to be paid payment of Merger Consideration upon due surrender of the a Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or a letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article II. In lieu thereof, each holder of record of one or more Book-Entry Shares whose Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time (or, at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable and in any event within three (3) business days after the Effective Time, the Merger Consideration to which such holder is entitled to receive pursuant to this Article II. (iv) The Surviving CorporationPaying Agent, the Company, Parent, and Merger Sub and the Paying Agent Sub, as applicable, shall be entitled to deduct and withhold from the consideration any amount otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or under any provision of U.S. state, local local, or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so deducted or withheld or deducted and paid over to the applicable relevant Governmental EntityAuthority, such deducted or withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such the Person in respect of which such deduction and or withholding were was made.

Payment Procedures. (i) As soon as reasonably practicable after the Effective Time and in any event not later than the second fifth Business Day following the Effective TimeClosing Date, Parent shall cause the Paying Agent shall to mail to each holder of record of Shares whose Shares were converted into the Offer Price Merger Consideration pursuant to Section 3.12.1, (A) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of Certificates (or effective affidavits of loss in lieu thereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) 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 shall reasonably determine prior to the Effective Time) require), and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) Shares in exchange for the Offer PriceMerger Consideration. (ii) Upon surrender of Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares to the Paying Agent together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agent, the holder of such Certificates or Book-Entry Shares shall be entitled to receive in exchange therefor a check in an amount (after giving effect to any required Tax withholdings) equal to the product of (x) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereofthereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) and or Book-Entry Shares multiplied by and (y) the Offer PriceMerger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates (or effective affidavits of loss in lieu thereof and, if required by the Paying Agent, the posting by the holder of such Certificate of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate) or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, a check for any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if the Certificate formerly representing such Certificate Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were made.

Payment Procedures. (i) As soon as reasonably practicable Promptly after the Effective Time and (but in any no event not later more than ten (10) business days thereafter), Parent shall cause the second Business Day following the Effective Time, the Paying Exchange Agent shall to mail to each holder of record (as of Shares whose Shares were converted into the Offer Price pursuant Effective Time) of a certificate or certificates (each, a "CERTIFICATE" and collectively, the "CERTIFICATES") which immediately prior to Section 3.1, the Effective Time represented outstanding shares of Company Common Stock (Ai) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the certificates that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent (and shall be in such form and have such other provisions as Parent and the Company may reasonably determine prior to the Effective Time) Exchange Agent), and (Bii) instructions for use in effecting the surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) Merger Consideration payable in respect of such Certificates and any dividends and other distributions to which the holder of such Certificates is entitled pursuant to SECTION 2.11 hereof. Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares for cancellation to the Paying Exchange Agent or to such other agent or agents reasonably acceptable to the Company as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may customarily be required by the Paying Agentpursuant to such instructions, the holder of each such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to the product Merger Consideration payable in respect of (x) the number of Company Shares represented by such holder’s properly Certificate and any dividends and other distributions to which the holder of such 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 (or effective affidavits of loss upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in lieu thereof) and Book-Entry Shares multiplied by (y) the Offer Priceaccordance 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 or Book-Entry Sharespursuant to this SECTION 2.8. In Until so surrendered, outstanding Certificates shall be deemed from and after the event of a transfer of ownership of Shares that is not registered in the transfer or stock records of the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares may be paid to such a transferee if such Certificate 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 or other Taxes have been paid or are not applicable. (iii) The Surviving Corporation, receive the Company, Parent, Merger Sub and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise Consideration payable under this Agreement to any Person such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of the Company Shares formerly represented thereby pursuant to the terms of this ARTICLE II and any dividends and other distributions to which the holder of such deduction and withholding were madeCertificates is entitled pursuant to SECTION 2.11 hereof.

Payment Procedures. (i) As soon Prior to LBB's mailing of the Notice for the Special Meeting as reasonably practicable after the Effective Time and described in any event not later than the second Business Day following the Effective TimeSection 6.8 of this Merger Agreement, the Paying Agent SFSC shall mail prepare for distribution to each holder shareholder of record of Shares whose Shares were converted into the Offer Price pursuant to Section 3.1, (A) LBB with such Notice a letter of transmittal which ("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 that immediately prior to the Effective Time represented Shares (“Certificates” or “Certificate”) Certificates shall pass, only upon delivery of the Certificates to the Paying Agent (SFSC, and shall be provide that, in such form and have such other provisions as Parent the event that the Closing and the Company Effective Time do not occur, any Certificates so surrendered promptly shall be returned to the holder of record (or his or her attorney-in-fact), as the case may reasonably determine prior to 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) and (B) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Shares represented by book-entry (“Book-Entry Shares”) in exchange for the Offer Price. (ii) . Upon surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares a Certificate for cancellation to the Paying Agent SFSC, together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions theretoexecuted, and such other documents as may customarily be required by subject to the Paying Agentoccurrence of the Closing and the Effective Time, the holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive in exchange therefor an amount (after giving effect to any required Tax withholdings) equal to cash representing the product consideration for such shares of (x) LBB Common Stock as provided in Section 2.6, and the number of Shares represented by such holder’s properly Certificate so surrendered Certificates (or effective affidavits of loss in lieu thereof) shall forthwith be cancelled and Book-Entry Shares multiplied by (y) the Offer Price. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Sharespayment 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 or stock records of LBB, cash representing the Company, any cash to be paid upon due surrender of the Certificate formerly representing such Shares proper consideration may be paid issued to such a transferee if the Certificate representing such Certificate 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 or other Taxes taxes have been paid or are not applicable. (iii) The Surviving Corporationpaid. Until surrender as contemplated by this Section 3.3, the Company, Parent, Merger Sub and the Paying Agent each Certificate shall be entitled deemed at any time after the Effective Time to deduct and withhold from represent only the consideration otherwise payable under this Agreement right to any Person receive cash upon such amounts surrender as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to such Person in respect of which such deduction and withholding were madecontemplated by Section 2.6.