Common use of Payment Procedures Clause in Contracts

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall, and Merger Sub shall cause the Payment Surviving Corporation to, cause the Paying Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time, of (A) of a an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or non-certificated (B) shares of Company Shares Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent, and which shall be in a customary form (including customary provisions regarding delivery of the an “agent’s message” with respect to Book-Entry Shares Shares) and agreed to by ▇▇▇▇▇▇ and the Company prior to the Payment AgentClosing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant Consideration. (ii) Upon surrender to the provisions Paying Agent of this Article II. Upon (i) surrender a Certificate and delivery of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, a duly completed and validly executed Letter of Transmittal and such other customary documents as may be reasonably required by the Paying Agent or in accordance with the instructions theretocase of Book-Entry Shares, or (ii) receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares), the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, promptly receive in exchange therefor the Merger Consideration (subject to Section 3.3(j)) payable in respect of each Company Share the number of shares formerly represented evidenced by such Certificate or such Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesShare. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or on any unpaid dividends and other distributions payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof of such shares of Company Common Stock or Company Preferred Stock, as applicable, subject to the Surviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time (including pursuant to the provisions of this Article IISection 3.3(i), as applicable).

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time, but in no event more than two Business Days after the Closing Date, Parent and Merger Sub shall cause the Payment Exchange Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time, of (A) of shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or non-certificated (B) shares of Company Shares Common Stock represented by book-entry (“Book-Entry Shares”), in each case, which immediately prior shares were converted into the right to receive the Merger Consideration at the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) Time, a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Exchange Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration payable set forth in respect thereof pursuant Section 3.1(b)(i). (ii) Upon surrender to the provisions Exchange Agent of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may be reasonably required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesExchange Agent, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the Merger Consideration aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the cash payable in respect lieu of each Company Share formerly represented by such Certificate or Book-Entry Share any fractional shares of Parent Common Stock pursuant to the provisions of this Article II, Section 3.3(h) and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms dividends and conditions as the Payment Agent may impose other distributions pursuant to effect an orderly exchange thereof in accordance with normal exchange practicesSection 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof of such shares of Company Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IISection 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Payment Procedures. Promptly following (i) As promptly as reasonably practicable after the Effective TimeTime (and in any event within two Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) deliver a letter of transmittal (which will be in customary form and reviewed by the Company prior to delivery) (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the shares of Company Class A Common Stock (the “Certificates”) shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent or, in the case of Company Class A Common Stock in book-entry (the “Book-Entry Shares Shares”), upon adherence to the Payment Agent) procedures set forth in the Letter of Transmittal), which shall be in a customary form and (ii) agreed to by the parties prior to the Closing and instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant Consideration, to each holder of record, as of immediately prior to the provisions Effective Time, of this Article II(A) Certificates or (B) Book-Entry Shares. Upon (i) surrender Each holder of Certificates for cancellation or Book-Entry Shares may thereafter until the first (1st) anniversary of the Effective Time surrender such Certificates or Book-Entry Shares to the Payment Paying Agent, as agent for such holder, under cover of the Letter of Transmittal, if applicable. (ii) Upon surrender to the Paying Agent of a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may be reasonably required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect of for each Company Share share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered such Certificate or Book-Entry Shares so transferred Share shall forthwith then be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a Person other than the holder of record of such shares of Company Class A Common Stock, it shall be a condition of payment that such shares of Company Class A Common Stock so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article IIIII.

Payment Procedures. Promptly following (a) Prior to the Effective Time, Parent TPB shall appoint EQ Shareowner Services or such other bank or trust company reasonably acceptable to SDI to act as exchange and paying agent (the “Exchange Agent”) for the payment of the Stock Merger Sub shall cause Consideration and the Payment Agent to mail to each holder of record (as of immediately Fractional Share Consideration. At or prior to the Effective Time) , TPB shall deposit with the Exchange Agent evidence of a certificate book entry shares representing the TPB Common Stock issuable pursuant to Section 1.5. The TPB Common Stock constituting the Stock Merger Consideration and the Fractional Share Consideration, together with any dividends or certificates (distributions received by the Exchange Agent with respect to such shares, are referred to collectively as the “CertificatesExchange Fund.” (b) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”)Promptly after the Effective Time, which immediately prior TPB shall cause the Exchange Agent to mail to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) SDI Stockholders who were record holders of shares of SDI Common Stock that were converted into the right to receive a portion of the Stock Merger Consideration a letter of transmittal in customary form and containing such provisions as TPB may reasonably specify (which shall specify with all other documentation required to be delivered pursuant to the letter of transmittal) (together, the “Letter of Transmittal”), including instructions for surrendering to the Exchange Agent such holder’s SDI Common Stock in exchange for shares of TPB Common Stock and specifying that delivery shall be effected, and risk of loss and title to the any SDI Stock Certificates or SDI Book Entry Shares shall pass, only upon delivery of the such SDI Stock Certificates or transfer of the Book-SDI Book Entry Shares to the Payment Exchange Agent. (c) and (ii) instructions for use in effecting After the Effective Time, upon surrender of the Certificates or transfer of Book-Entry Shares in exchange a SDI Stock Certificate for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parentcancelation, if applicable, together with such letter delivery to the Exchange Agent of transmittala Letter of Transmittal, duly completed and validly duly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares SDI Stockholder shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor book entry shares representing such SDI Stockholder’s portion of the Stock Merger Consideration payable (in respect a number of each Company Share formerly represented by whole shares of TPB Common Stock) that such Certificate or Book-Entry Share SDI Stockholder has the right to receive pursuant to the provisions of Section 1.5(a) (and any additional whole share of TPB Common Stock payable pursuant to the provisions of Section 1.5(b) and Section 1.5(c)). Until surrendered as contemplated by this Article IISection 1.8(c), and the Certificates so surrendered any SDI Stock Certificate or Book-SDI Book Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest Share shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferreddeemed, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence represent only the right to receive upon such surrender such SDI Stockholder’s portion of the Stock Merger Consideration (and any additional whole share of TPB Common Stock payable in respect thereof pursuant to the provisions of Section 1.5(b) and Section 1.5(c)) in exchange for SDI Common Stock held by such SDI Stockholder pursuant to this Article IIAgreement. A SDI Stockholder shall not be entitled to receive any portion of the Stock Merger Consideration to which they are otherwise entitled until such SDI Stockholder properly delivers a duly executed Letter of Transmittal and such other documents as may be reasonably required by the Exchange Agent or TPB. The Stock Merger Consideration, any additional whole share of TPB Common Stock payable pursuant to the provisions of Section 1.5(b) and Section 1.5(c), and any dividends or other distributions as are payable pursuant to Section 1.8(d) shall be deemed to have been in full satisfaction of any and all rights pertaining to SDI Common Stock. The terms and conditions of the Letter of Transmittal were specifically negotiated by TPB, SDI and Merger Sub as an inducement for TPB, SDI and Merger Sub to enter into this Agreement and such terms and conditions are an integral part of the terms of this Agreement. (d) No dividends or other distributions with respect to TPB Common Stock with a record date after the Effective Time shall be paid to the holder of any SDI Stock Certificate or SDI Book Entry Share, until the surrender of such SDI Stock Certificate or SDI Book Entry Share in accordance with this Section 1.8. Subject to Section 1.8(f), following surrender of any such SDI Stock Certificate or SDI Book Entry Share, there shall be paid to the holder of the TPB Common Stock issued in exchange therefor, without interest, (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Effective Time previously paid with respect to such whole shares of TPB Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of TPB Common Stock. (e) If payment is to be made to a Person other than the SDI Stockholder in whose name such surrendered shares are registered on the stock transfer books of SDI, it shall be a condition of payment that such Person shall have properly delivered a duly executed Letter of Transmittal and such other documents as may be reasonably required by the Exchange Agent or TPB, and paid all applicable transfer and other Taxes required by reason of such payment to a Person other than the registered holder of SDI Common Stock surrendered or shall have established to the satisfaction of the Exchange Agent that such Taxes either have been paid or are not applicable. (f) Any portion of the Exchange Fund that remains undistributed as of the date that is one (1) year after the Closing Date shall be delivered to TPB upon demand, and any former holders of SDI Common Stock who have not theretofore properly delivered a duly executed Letter of Transmittal (with all other documentation required to be delivered pursuant to the Letter of Transmittal) and such other documents as may be reasonably required by the Exchange Agent or TPB in accordance with this Section 1.8 shall thereafter look only to TPB for satisfaction of their claims for a portion of the Stock Merger Consideration, any additional whole share of TPB Common Stock payable pursuant to the provisions of Section 1.5(b) and Section 1.5(c), or any dividends or distributions with respect to shares of TPB Common Stock. (g) No Party shall be liable to any SDI Stockholder or to any other Person with respect to any shares of TPB Common Stock (or dividends or distributions with respect thereto) or for any cash amounts delivered to any public official pursuant to any applicable abandoned property Law, escheat Law, Tax Law or other similar Law.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior Common Units whose Common Units were converted into the Merger Consideration pursuant to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”Section 2.1(a), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares Common Units, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and shall be in such customary form and have such other provisions as Parent and the ▇▇▇▇▇▇ Parties shall reasonably determine) and (iiB) instructions for use of the Letter of Transmittal in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares Common Units in exchange for the Merger Consideration payable Consideration. (ii) Upon surrender of a Certificate (or an effective affidavit of loss in respect thereof pursuant lieu thereof) or Book-Entry Common Units to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other documents as may customarily be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant Common Units shall be entitled to receive in exchange therefor a check in an amount equal to the provisions product of this Article II, and (x) the number of Common Units represented by such holder’s properly surrendered Certificates so surrendered (or effective affidavits of loss in lieu thereof) or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as Common Units multiplied by (y) the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares Common Units on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant of the Certificates or Book-Entry Common Units. In the event of a transfer of ownership of Common Units that is not registered in the unit transfer register of the Partnership, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Units is presented to the provisions Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable unit transfer or other Taxes have been paid or are not applicable. (iii) Parent, the Surviving Entity and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Common Units 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 federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Article IIAgreement as having been paid to the holder of Common Units in respect of which such deduction and withholding were made.

Payment Procedures. Promptly following after the Effective TimeTime (but in no event more than five (5) Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Exchange Agent to mail to each holder of record of Company Common Stock (as other than any holder which has previously and properly surrendered all of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“its Certificates and Book-Entry Shares”), which immediately prior as applicable, to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company SharesExchange Agent in accordance with Section 2.2) (i) a letter of transmittal (which, in customary form (which the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock represented by such Certificates shall pass, only upon proper delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the applicable Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) surrender of Certificates for cancellation to the Payment Exchange Agent or to receipt of an “agent’s message” by the Exchange Agent (or such other agent or agents evidence, if any, of transfer as the Exchange Agent may be appointed by Parentreasonably request) in the case of Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesExchange Agent), the holders holder of such Certificates or Book-Entry Shares shall be entitled to receivereceive in exchange therefor, subject to any required withholding Taxes, the applicable Merger Consideration, without interest, for each share of Company Common Stock surrendered, and Parent any Certificates surrendered shall cause the Payment Agent to pay, in exchange therefor the forthwith be cancelled. If payment of such Merger Consideration payable is to be made to a Person other than the Person in respect whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of each Company Share formerly represented payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share pursuant surrendered or shall have established to the provisions reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 2.3, each Certificate and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive (1) the applicable Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II, (2) cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(e) and (3) any dividends or other distributions to which such holder is entitled pursuant to Section 2.3(c), in each case without interest and subject to any applicable withholding Taxes.

Payment Procedures. (i) Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail be mailed to each holder of record (holder, as of immediately prior to the Effective Time, of Shares that have converted pursuant to Section 3.1(a) of a certificate or certificates (into the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior right to receive the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) applicable Merger Consideration with respect thereto a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) containing instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares (the “Letter of Transmittal”). The Letter of Transmittal shall specify that delivery of Shares shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares with respect to such Shares to the Paying Agent. (ii) Upon surrender to the Paying Agent of a Certificate representing any Shares that have been converted in exchange for the right to receive Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentSection 3.1(a), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, Parent shall cause the Paying Agent to deliver to the record holder of such Certificate a check or wire transfer for the amount of applicable Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be canceled. (iiiii) Upon receipt by Paying Agent of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or with respect to any Book-Entry Shares shall be entitled representing any Shares that have been converted in the right to receivereceive Merger Consideration pursuant to Section 3.1(a), and Parent shall cause the Payment Paying Agent to pay, in exchange therefor deliver to the record holder of such Book‑Entry Shares a check or wire transfer for the amount of Merger Consideration payable that such record holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article IIBook‑Entry Shares, and the Certificates so surrendered or Book-Entry such Book‑Entry Shares so transferred shall forthwith then be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. . (iv) No interest shall be paid or accrued for on the benefit cash payable upon the surrender or transfer of holders of the Certificates any Certificate or Book-Entry Share. In the event of a transfer of ownership of Shares on that is not registered in the transfer records of the Company, or if payment of the Merger Consideration payable upon is to be made to a Person other than the surrender Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until Certificate so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from properly endorsed or shall be otherwise in proper form for transfer or such Book‑Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate or Book‑Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Paying Agent that such tax either has been paid or is not applicable. (v) Promptly after the Effective Time, and in any event, not later than the first Business Day after the Effective Time, the Paying Agent shall deliver to evidence only the right Surviving Corporation an amount, in cash, sufficient to receive the Merger Consideration payable in respect thereof make all payments pursuant to Section 3.3, and Parent shall cause, promptly after the provisions receipt of this Article IIsuch payment by the Surviving Corporation, and in any event no later than ten Business Days following the Closing Date, each RSU Holder to be paid through a payroll or other appropriate account of the Surviving Corporation or any its Affiliates an amount equal to the RSU Merger Consideration, less withholdings for any applicable Taxes. (vi) Promptly after the Effective Time, and in any event, not later than the first Business Day after the Effective Time, the Paying Agent shall pay to each holder of any Warrants an amount equal to: (A) the Warrant Merger Consideration; multiplied by (B) the number of Warrants held by such holder.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, but in no event more than five (5) Business Days after the Closing Date, Parent shall, and Merger Sub shall cause the Payment Surviving Corporation to, cause the Paying Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time, (A) of a an outstanding certificate or certificates that immediately prior to the Effective Time represented Shares (the “Certificates”) or non-certificated Company (B) Shares represented by book-entry (“Book-Book- Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parentor, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders surrender of such Certificates shares, for payment of the Merger Consideration. (ii) Upon surrender to the Paying Agent of a Certificate or Book-Entry Shares, delivery of a duly completed and validly executed Letter of Transmittal, and such other customary documents as may be reasonably required by the Paying Agent, the holder of such Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, promptly receive in exchange therefor the Merger Consideration payable in respect of each Company Share the number of shares formerly represented evidenced by such Certificate or such Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesShare. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or on any unpaid dividends and other distributions payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such Shares, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof pursuant of such Shares, subject to the provisions of this Article IISurviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time.

Payment Procedures. Promptly following (a) The Purchaser has designated PNC Bank, National Association to act as the Effective Time, Parent and Merger Sub shall cause paying agent (the Payment Agent to mail to each holder “Paying Agent”) for the purpose of record (as facilitating the cancellation of immediately prior to certificates representing the Effective Time) shares of a certificate or certificates Company Stock (the “Certificates”), which Certificates are maintained electronically solely on Carta, for each Stockholder’s and each Warrantholder’s share of the Estimated Closing Consideration, to be allocated among the Stockholders and the Warrantholder in accordance with the Payment Schedule delivered to the Purchaser by the Company pursuant to Section 1.7. (b) or non-certificated As soon as practicable after the Agreement Date, the Purchaser shall cause the Paying Agent to distribute (i) to each Stockholder at the address of record with the Company Shares represented documentation required of the Stockholders for Closing, including (A) a written consent of the stockholders approving the principal terms of the Merger, which consent will be materially in the form previously provided to and deemed reasonably acceptable by book-entry the Purchaser (the “Book-Entry SharesWritten Stockholder Consent”), which immediately prior (B) an information statement describing with reasonable accuracy this Agreement, the Merger and the provisions of Section 262 of Delaware Law (the “Information Statement”), (C) Transmittal Letters substantially in the form attached hereto as Exhibit C-1 and C-2 (the “Transmittal Letters”) to (I) each Stockholder, and (II) each holder of Company Restricted Stock respectively, and (ii) a Warrant Cancellation Agreement to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares Warrantholder. Such documentation shall advise the Stockholders and Dissenting Company Shares) the Warrantholder of the anticipated closing of the Acquisition, request that the Stockholders execute the Written Consent and inform the Stockholders and Warrantholder the procedures for (i) a letter with respect to Stockholders, cancelling such holder’s Certificates and submission of transmittal in customary form the Transmittal Letter (which shall specify that delivery shall with all other documentation required to be effected, and risk of loss and title delivered pursuant to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment AgentTransmittal Letter) and (ii) instructions for use in effecting with respect to the surrender Warrantholder, delivery of the Certificates Warrant Cancellation Agreement; provided, however, for the avoidance of doubt, any Estimated Closing Consideration payable to such holder with respect to Restricted Company Stock held by such holder, shall be paid to the Surviving Corporation for distribution to such holder in accordance with the terms of Section 1.9(i). (c) Within two (2) Business Days following the Closing Date with respect to the Warrantholder and any Stockholder that has delivered all required documentation prior to the Closing Date, and with respect to any other Stockholder within five (5) Business Days of receipt of all required documentation from such Stockholder, the Paying Agent shall deliver to such holder, in accordance with the terms of such holder’s Transmittal Letter (in the case of each Stockholder) or transfer Warrant Cancellation Agreement (in the case of Book-Entry Shares the Warrantholder), the amount set forth opposite such holder’s name on the Payment Schedule as payable on account of such holder’s shares of Company Stock (other than shares of Restricted Company Stock) and/or Warrants, as applicable, as the aggregate share of the Estimated Closing Consideration payable to such holder (in addition, with respect to holders of Restricted Company Stock, to the aggregate share of the Estimated Closing Consideration payable to such holder in exchange for his shares of Restricted Company Stock) in exchange for such holder’s shares of Company Stock (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the Merger Consideration payable in respect thereof pursuant to event of a conflict between the Payment Schedule and the provisions of this Article IIAgreement, the Payment Schedule shall control. Upon (i) surrender of Certificates for cancellation Notwithstanding anything to the Payment Agent contrary herein or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case Company certificate of a transfer of Book-Entry Sharesincorporation, the holders of such Certificates or Book-Entry Shares Purchaser, Merger Sub, the Surviving Corporation, the Equityholder Representative, and the Paying Agent shall be entitled to receive, and Parent shall cause rely on the Payment Agent to pay, in exchange therefor the Merger Consideration Schedule as conclusive evidence of amounts payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, Stockholders and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares Warrantholder pursuant to this Section 2.7. Until so Agreement. (d) If payment is to be made to a Person other than the Person in whose name the cancelled Certificate is registered on the stock transfer books of the Company, it shall be a condition of payment that the holder of such Certificate has provided such documentation evidencing such transfer in a manner reasonably requested by the Paying Agent or that the Person requesting such payment shall have signed the Transmittal Letter and paid all transfer and other Taxes required by reason of such payment to a Person other than the registered holder of the Certificate surrendered or transferredshall have established to the satisfaction of the Paying Agent that such Taxes either have been paid or are not applicable. (e) Until properly surrendered or canceled, outstanding Certificates or Book-Entry Shares each Certificate shall be deemed from and after the Effective Time, for all purposes to evidence only the right to receive the portion of the Merger Consideration payable in respect thereof exchange for shares of Company Stock held by such Stockholder, pursuant to this Agreement. The Stockholders and Warrantholder shall not be entitled to receive any portion of the Merger Consideration to which they would otherwise be entitled until their respective Transmittal Letters (with all other documentation required to be delivered pursuant to the Transmittal Letter) and Certificates are cancelled electronically in Carta or a Warrant Cancellation Agreement is delivered, as applicable, in accordance with this Agreement. (f) In the event any Certificates shall have been lost, stolen or destroyed, the Paying Agent shall pay with respect to such lost, stolen or destroyed Certificates, upon the making of an affidavit of that fact by the holder thereof in a form acceptable to the Purchaser and the Paying Agent, the amount payable with respect to such Certificates as set forth on the Payment Schedule; provided, however, that the Purchaser, the Surviving Corporation or the Paying Agent may, in its discretion, require the delivery of a satisfactory indemnity. (g) At the Effective Time, the stock transfer books of the Company shall be closed, and there shall be no further registration of transfers of Company Stock thereafter on the records of the Company or the Surviving Corporation. (h) Notwithstanding anything to the contrary in this Agreement, none of the Purchaser, the Surviving Corporation, the Paying Agent, the Representative Group nor any Equityholder shall be liable to any Person for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar Legal Requirement. (i) In the case of a holder of Restricted Company Stock who has signed and not revoked a Transmittal Letter, on the next administratively practicable scheduled payroll date following the later of the Closing Date and the timely delivery of a such holder’s Transmittal Letter, the Surviving Corporation shall pay to such holder the amount set forth opposite such holder’s name on the Payment Schedule as payable on account of such holder’s shares of Restricted Company Stock as the aggregate share of the Estimated Closing Consideration payable to such holder (less applicable withholdings). (j) In the case of a holder of Vested Options who has signed and not revoked an Option Cancellation Agreement, in the form attached hereto as Exhibit D (an “Option Cancellation Agreement”), with respect to such holder’s Vested-In-The-Money Options, the Surviving Corporation shall pay to such holder the applicable Closing Date Option Cancellation Amounts (less applicable withholdings) on the next administratively practicable scheduled payroll date following the Closing Date. (k) Any amount required to be paid in respect of Restricted Company Stock or a Vested-In-The-Money Option pursuant to Section 1.12 or Section 9 shall be paid to the Surviving Corporation for distribution to the holder of such Restricted Company Stock or Vested-In-The-Money Option, as applicable, on the next administratively practicable scheduled payroll date following the date upon which such payment becomes due and payable. The Payment Schedule shall set forth opposite each applicable holder’s name on the Payment Schedule: (y) the share of the Estimated Closing Consideration payable to each holder of Restricted Company Stock on account of such holder’s shares of Restricted Company Stock (such consideration subject to adjustment as provided herein and any applicable withholding Taxes) and (z) the Closing Date Option Cancellation Amounts amount shall be set forth opposite such holder’s name on the Payment Schedule as the aggregate share of the Estimated Closing Consideration payable to such holder on account of such holder’s Vested-In-The-Money Options (such consideration subject to adjustment as provided herein and any applicable withholding Taxes). In the event of a conflict between the Payment Schedule and the provisions of this Article IIAgreement, the Payment Schedule shall control. Notwithstanding anything to the contrary herein, Purchaser, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to rely on the Payment Schedule as conclusive evidence of amounts payable to the holders of Vested-In-The-Money Options pursuant to this Agreement.

Payment Procedures. Promptly following (i) As promptly as practicable after the Effective TimeTime (but in no event more than five Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail deliver to each holder of record (as of Person who was, immediately prior to the Effective Time) , a holder of a certificate Share Certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry SharesShares not held, directly or indirectly, through The Depository Trust Company (“DTC”), which immediately prior to the Effective Time represented outstanding Company Shares ) (other than Canceled a Share Certificate representing (i) shares of Company Shares and Dissenting Company Common Stock to be canceled in accordance with Section 2.01.b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) (ix) a letter of transmittal transmittal, which shall be in reasonable and customary form (and which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates shall pass, only upon delivery of the Share Certificates (or transfer affidavits in lieu thereof in accordance with Section 2.02.d)) to the Paying Agent or, in the case of the such Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the letter of transmittal) and (iiy) instructions for use in effecting the surrender of the Share Certificates or transfer of Book-Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Merger Consideration payable as provided in respect thereof pursuant to the provisions Section 2.01.c). (ii) Upon delivery of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such a letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the instructions theretoPaying Agent), and either (A) surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02.d)) or (iiB) transfer of Book-Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Payment Paying Agent in connection with the surrender of Book-Entry Shares (or such other reasonable evidence, if any, of the transfer surrender with respect to such Book-Entry Shares as the Payment Paying Agent may reasonably request), in each case as contemplated in subsection (i) in the case of a transfer of Book-Entry Sharesthis Section 2.02.b), the holders holder of such Share Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect for each share of each Company Share Common Stock formerly represented by such Certificate Share Certificates or Book-Entry Share pursuant to the provisions of this Article IIShares, and the Share Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall accrue or be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding any Share Certificates or Book-Entry Shares for the benefit of the holder thereof. Until surrendered as contemplated by this Section 2.02, each Share Certificate or Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II. (iii) The Persons who were, immediately prior to the Effective Time, holders of Book-Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01.b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) held, directly or indirectly, through DTC shall not be required to deliver a Share Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Section 2.02. With respect to such Book-Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to this Section 2.02. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, it shall be a condition of payment that the Share Certificate (or effective affidavits of loss in lieu thereof) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent and Parent that any applicable stock transfer or similar Taxes have been paid or are not applicable. None of Parent, Merger Sub and the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in the immediately preceding sentence under any circumstance. Payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the Persons in whose name such Book-Entry Shares are registered in the stock transfer records of the Company.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall, and Merger Sub shall cause the Payment Surviving Corporation to, cause the Paying Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time, of (A) of a an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or non-certificated (B) shares of Company Shares Common Stock or Company Preferred Stock, as applicable, represented by book-book- entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent, and which shall be in a customary form (including customary provisions regarding delivery of the an “agent’s message” with respect to Book-Entry Shares Shares) and agreed to by Parent and the Company prior to the Payment AgentClosing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant Consideration. (ii) Upon surrender to the provisions Paying Agent of this Article II. Upon (i) surrender a Certificate and delivery of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, a duly completed and validly executed Letter of Transmittal and such other customary documents as may be reasonably required by the Paying Agent or in accordance with the instructions theretocase of Book-Entry Shares, or (ii) receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares), the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, promptly receive in exchange therefor the Merger Consideration (subject to Section 3.3(j)) payable in respect of each Company Share the number of shares formerly represented evidenced by such Certificate or such Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesShare. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or on any unpaid dividends and other distributions payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof of such shares of Company Common Stock or Company Preferred Stock, as applicable, subject to the Surviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time (including pursuant to the provisions of this Article IISection 3.3(i), as applicable).

Payment Procedures. Promptly following (i) As promptly as practicable after the Effective TimeTime (but in no event more than four Business Days thereafter), to the extent required by the Paying Agent, Parent and Merger Sub the Surviving Corporation shall cause direct the Payment Paying Agent to mail to each holder of record (as of immediately prior to Person who was, at the Effective Time) , a holder of a certificate Share Certificate or certificates Book‑Entry Shares not held, directly or indirectly, through The Depository Trust Company (the “CertificatesDTC”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled a Share Certificate representing (A) shares of Company Shares and Dissenting Company Common Stock to be canceled in accordance with Section 2.01(b) or (B) Appraisal Shares, which shall be treated in accordance with Section 2.07) (ix) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Share Certificates or such Book‑Entry Shares, as applicable, shall pass, only upon delivery of the Share Certificates (or transfer of the Book-Entry Shares affidavits in lieu thereof in accordance with Section 2.02(d)) to the Payment AgentPaying Agent or, in the case of such Book‑Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Date) and (iiy) instructions for use in effecting the surrender of the Share Certificates or transfer of Book-Entry Book‑Entry Shares to the Paying Agent, as applicable, in exchange for payment of the Merger Consideration payable as provided in respect thereof pursuant to the provisions Section 2.01(c). (ii) Upon delivery of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such a letter of transmittaltransmittal (if required by the Paying Agent), duly completed and validly executed in accordance with such letter’s instructions and procedures (and such other customary documents as may be required pursuant to such instructions or as may reasonably be required by the instructions theretoPaying Agent), and either (A) the surrender to the Paying Agent of Share Certificates (or affidavits in lieu thereof in accordance with Section 2.02(d)) or (iiB) the transfer of Book‑Entry Shares not held through DTC, by book receipt of an “agent’s message” in customary form by the Payment Paying Agent in connection with the surrender of Book‑Entry Shares (or such other reasonable evidence, if any, of the transfer surrender with respect to such Book‑Entry Shares as the Payment Paying Agent may reasonably request), in each case as contemplated in subsection (i) in the case of a transfer of Book-Entry Sharesthis Section 2.02(b), the holders holder of such Share Certificates or Book-Entry Book‑Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant and subject to the other provisions of this Article II, the Merger Consideration for each share of Company Class A Common Stock formerly represented by such Share Certificates or Book‑Entry Shares, and the Share Certificates and Book‑Entry Shares so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions Until surrendered as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to contemplated by this Section 2.7. Until so surrendered 2.02, each Share Certificate or transferred, outstanding Certificates or Book-Entry Shares Book‑Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II. (iii) The Persons who were, at the Effective Time, holders of Book‑Entry Shares (other than (i) shares of Company Common Stock to be canceled in accordance with Section 2.01(b) or (ii) Appraisal Shares, which shall be treated in accordance with Section 2.07) held, directly or indirectly, through DTC shall not be required to deliver a share certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Section 2.02. With respect to such Book‑Entry Shares held, directly or indirectly, through DTC, Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary third‑party intermediaries to ensure that the Paying Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Book-Entry Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by Parent, the Company, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the aggregate Merger Consideration to which the beneficial owners thereof are entitled to receive as a result of the Merger pursuant to, and subject to the provisions of, this Article II. (iv) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Share Certificate is registered, Parent may direct the Paying Agent to pay the Merger Consideration to such Person only if such Share Certificate (if applicable) is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence to the reasonable satisfaction of the Paying Agent that any applicable transfer or similar Taxes required by reason of payment of the Merger Consideration to a Person other than the registered holder of such Share Certificate have been paid or are not applicable. Payment of the Merger Consideration with respect to Book‑Entry Shares shall only be made to the Persons in whose name such Book‑Entry Shares are registered in the stock transfer records of the Company. (v) The parties shall take all actions reasonably requested to facilitate an orderly and efficient surrender and exchange process with the Paying Agent, sufficient to allow the parties to calculate the Merger Consideration, the Exchange Fund and the amount payable pursuant to Equity-Based Awards, in each case, five Business Days prior to the Closing.

Payment Procedures. Promptly following (i) As promptly as reasonably practicable after the Effective TimeTime (but in any event within three (3) Business Days), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record of (as of immediately prior to the Effective Timei) of a certificate Certificate or certificates (the “Certificates”) Certificates or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which Shares that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Canceled Company Excluded Shares and Dissenting Vested Restricted Stock), (ii) outstanding shares of Series A Preferred Stock (other than Excluded Shares), and (iii) Company Shares) Warrants (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates Certificates, Book-Entry Shares or Company Warrants shall passpass to the Paying Agent, only upon delivery of the Certificates or transfer of the Certificates, Book-Entry Shares or Company Warrants to the Payment Paying Agent, and which letter shall be in such form and have such other provisions as Parent may reasonably specify) and (iiB) instructions for use in effecting the surrender of the Certificates or transfer of Certificates, Book-Entry Shares or Company Warrants in exchange for the applicable Merger Consideration payable in respect to which the holder thereof is entitled pursuant to the provisions of this Article IIAgreement. Upon (i) surrender delivery of Certificates for cancellation any Certificate, Book-Entry Shares or Company Warrant to the Payment Paying Agent or to such other agent or agents reasonably satisfactory to the Company as may be appointed by Parent, together with such letter of transmittal, duly executed and completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Certificate, Book-Entry Shares or Company Warrant shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration amount of cash payable in respect of each the shares of Company Share formerly Common Stock or Series A Preferred Stock, as applicable, previously represented by such Certificate or Book-Entry Share Shares pursuant to the provisions of this Article II or the amount of cash payable in respect of the Company Warrants pursuant to the provisions of this Article II. In the event of a transfer of ownership of Company Common Stock or Series A Preferred Stock that is 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 Certificates so surrendered Person requesting such payment shall pay any transfer or Book-Entry Shares so transferred 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. (ii) At the Effective Time, Parent shall forthwith deposit or cause to be canceleddeposited with the Company cash in U.S. dollars equal to the aggregate Closing Option Merger Consideration. At the Effective Time, Parent shall also deposit or cause to be deposited with the Company cash in U.S. dollars equal to that portion of the aggregate Common Stock Merger Consideration that is payable to holders of Vested Restricted Stock (such portion of the Common Stock Merger Consideration, the “Restricted Stock Consideration”). The Payment Agent Company shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as pay the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of Company Stock Options the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this cash payments described in Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and 2.1(e) as soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days following the Effective Time. The Company shall pay to evidence only each holder of any shares of Vested Restricted Stock the right to receive the Stock Merger Consideration payable in respect thereof as described in Section 2.1(c) as soon as reasonably practicable after the Effective Time, but in any event within five (5) Business Days following the Effective Time. Any payment made pursuant to this Section 2.1(j)(ii) to the provisions holder of this Article IIany Company Stock Option or share of Vested Restricted Stock shall be reduced by any income or employment Tax withholding required under (i) the Code, (ii) any applicable state, local or foreign Tax Laws and (iii) any other applicable Laws.

Payment Procedures. Promptly (i) 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 Merger Sub the Paying Agent shall cause the Payment Agent to mail (x) to each holder of record of shares of Company Common Stock whose shares of Company Common Stock were converted into the Merger Consideration pursuant to Section 3.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or transfer effective affidavits of the loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration and (y) to each holder of a Company Stock Option or Company Stock-Based Award, a check in an amount due and payable to such holder pursuant to Section 3.3(a) or Section 3.3(b) hereof in respect thereof pursuant to the provisions of this Article II. such Company Stock Option or Company Stock-Based Award. (ii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment 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, or (ii) receipt of an “agent’s message” and such other documents as may customarily be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor a check in an amount equal to the Merger Consideration payable in respect product of each (x) the number of shares of Company Share formerly Common Stock represented by such Certificate holder’s properly surrendered Certificates (or Book-Entry Share pursuant to the provisions effective affidavits of this Article II, and the Certificates so surrendered loss in lieu thereof) or Book-Entry Shares so transferred shall forthwith multiplied by (y) the Merger Consideration. No interest will be canceled. The Payment Agent shall accept such paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares Shares. 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, a check for any cash to be paid upon compliance with due surrender of the Certificate may be paid to such reasonable terms a transferee if the Certificate formerly representing such shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and conditions as effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or are not applicable. (iii) The Paying Agent, Parent and the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest Company shall be paid entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of shares of Company Common Stock, Company Stock Options or accrued for Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the benefit Internal Revenue Code of holders 1986 (the “Code”) or any provision of U.S. state or local Tax Law with respect to the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender making of such Certificates payment. To the extent that amounts are so withheld or transfer of Book-Entry Shares pursuant deducted and paid over to this Section 2.7. Until so surrendered the applicable Governmental Authority, such withheld or transferred, outstanding Certificates or Book-Entry Shares deducted amounts shall be deemed from and after treated for all purposes of this Agreement as having been paid to the Effective Timeholder of shares of Company Common Stock, to evidence only the right to receive the Merger Consideration payable Company Stock Options or Company Stock-Based Awards, in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding were made.

Payment Procedures. ‌ (i) Promptly following after the Effective Time (but no later than two (2) Business Days after the Effective Time), Parent and Merger Sub shall cause the Payment Exchange Agent to will mail to each holder of record (as of a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time) of Time (a certificate or certificates (the “CertificatesCertificate”) or non-certificated and to each holder of uncertificated shares of Company Shares Common Stock represented by book-book entry immediately prior to the Effective Time (“Book-Entry Shares”), which immediately prior in each case, whose shares were converted into the right to receive the Effective Time represented outstanding Company Shares Merger Consideration pursuant to Section 2.01(a)(ii):‌ (other than Canceled Company Shares and Dissenting Company Shares) (i1) a letter of transmittal in customary form (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Agent) Exchange Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (ii2) instructions for use in effecting the surrender of the such Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in with respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parentshares. (ii) Upon surrender to, together with such letter of transmittal, duly completed and validly executed acceptance in accordance with Section 2.02(b)(iii) by, the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Exchange Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates Certificate or Book-Entry Shares shall Share, the holder thereof will be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each the number of shares of Company Share Common Stock formerly represented by such Certificate or Book-Entry Share pursuant surrendered under this Agreement. Until such time as the Merger Consideration is issued to or at the provisions direction of this Article II, and the Certificates so holder of a surrendered Certificate or Book-Entry Shares so transferred Shares, the Parent Common Stock that constitutes a portion thereof shall forthwith not be canceled. voted on any matter. (iii) The Payment Exchange Agent shall will accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Exchange Agent may impose to effect an orderly exchange thereof of the Certificates and Book- Entry Shares in accordance with normal customary exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from practices.‌ (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book- Entry Shares, and if any Certificate or Book-Entry Share is presented to evidence only the right to receive Company for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect thereof pursuant of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book- Entry Share unless: (1) either (A) the provisions Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of this Article II.the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior Units whose Units were converted into the Merger Consideration pursuant to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”Section 2.1(a), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (the “Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or transfer effective affidavits of loss in lieu thereof) to the Paying Agent or, in the case of Book-Entry Shares Units, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and shall be in such customary form and have such other provisions as Parent and the Partnership Parties (acting through the Special Committee) shall reasonably determine) and (iiB) instructions for use in effecting the surrender surrendering Certificates (or effective affidavits of the Certificates loss in lieu thereof) or transfer of Book-Entry Shares Units in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or Consideration. (ii) receipt Upon surrender of an “agent’s message” by the Payment Agent a Certificate (or such other evidence, if any, an effective affidavit of the transfer as the Payment Agent may reasonably requestloss in lieu thereof) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled Units to receivethe Paying Agent, and Parent shall cause accompanied by a properly completed Letter of Transmittal, the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect holder of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant Units shall be entitled to receive promptly after the Effective Time but in any event within ten (10) Business Days after such surrender a check in an amount equal to the provisions product of this Article II, and (x) the number of Units represented by such holder’s properly surrendered Certificates so surrendered (or effective affidavits of loss in lieu thereof) or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as Units multiplied by (y) the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesMerger Consideration. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares Units on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant of the Certificates or Book-Entry Units. In the event of a transfer of ownership of Units that is not registered in the unit transfer register of the Partnership, a check for any cash to be paid upon due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Units is presented to the provisions Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable unit transfer or other Taxes have been paid or are not applicable. (iii) Parent, the Surviving Entity and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any Unitholder 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 federal, state, local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Article IIAgreement as having been paid to the Unitholder in respect of which such deduction and withholding were made.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Parent and Merger Sub the Paying Agent shall cause the Payment Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or transfer effective affidavits of the loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and otherwise shall be in such form and have such other provisions as Parent and the Company may mutually agree) (provided that if the Paying Agent does not customarily require a letter of transmittal with respect to book-entry shares, no letter of transmittal shall be required to be mailed to such holders), and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Consideration. (ii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or delivery of an “agent’s message” in respect of Book-Entry Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittaltransmittal (if required), duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other documents as may customarily be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor an amount in cash in U.S. dollars equal to the Merger Consideration payable in respect product of each Company Share (x) the number of Shares formerly represented by such Certificate holder’s properly surrendered Certificates (or Book-Entry Share pursuant to the provisions effective affidavits of this Article II, and the Certificates so surrendered loss in lieu thereof) or Book-Entry Shares so transferred shall forthwith multiplied by (y) the Merger Consideration, subject to all required Tax withholding as provided in Section 2.2(b)(iii). No interest will be canceled. The Payment Agent shall accept such 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 upon compliance with such reasonable terms and conditions as that is not registered in the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders transfer records of the Certificates Company, or Book-Entry Shares on otherwise because of the payment of the Merger Consideration payable in any name other than that of the registered holder, cash in U.S. dollars to be paid upon the due surrender of the Certificate may be paid to the holder or transferee with respect to such Certificates Shares if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any such Taxes have been paid or transfer are not applicable. (iii) Each of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferredthe Paying Agent, outstanding Certificates or Book-Entry Shares the Company and the Surviving Corporation (without duplication) shall be deemed entitled to deduct and withhold from amounts otherwise payable under this Agreement, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or non-U.S. Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and after paid over to the Effective Timeapplicable Governmental Entity, such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to evidence only the right to receive the Merger Consideration payable person in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding was made.

Payment Procedures. Promptly following after the Effective Time, and in any event within three (3) Business Days thereafter, Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (Person who was, as of immediately prior to the Effective Time) , a holder of a certificate or certificates (the “Certificates”) or non-certificated record of Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares Common Stock (other than Canceled the Company Shares and Dissenting Company SharesCommon Stock to be canceled in accordance with Section 2.01(b)) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agree prior to the Closing Date) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Book Entry Shares in exchange for payment of the Merger Consideration payable as provided in respect thereof pursuant to the provisions of this Article IISection 2.01(c). Upon (iA) surrender of Certificates a Certificate for cancellation cancelation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the instructions thereto, Paying Agent) or (iiB) in the case of Book Entry Shares, receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares), the holders holder of such Certificates Certificate or Book-Book Entry Shares Share shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect for each share of each Company Share Common Stock formerly represented by such Certificate or Book-Book Entry Share pursuant to the provisions of this Article IIShare, and the Certificates Certificate or Book Entry Share so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit If payment of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon is to be made to a Person other than the surrender Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificates Certificate or transfer Book Entry Share surrendered and shall have established to the reasonable satisfaction of Book-Entry Shares pursuant to the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.7. Until so surrendered or transferred2.02, outstanding Certificates or Book-each Certificate and Book Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II.

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than five (5) Business Days following the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, a customary letter of transmittal, agreed to by Parent and the Company prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”)Closing, which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates that immediately prior to the Effective Time represented Shares (“Certificates”) shall pass, only upon delivery of Certificates to the Certificates Paying Agent (or delivery of effective affidavits of loss in lieu thereof in accordance with Section 2.2(g)) or upon adherence to the procedures relating to transfer and the risk of the loss with respect to non-certificated Shares represented by book-entry (“Book-Entry Shares to the Payment Agent) and (ii) Shares”). Such letter of transmittal shall contain instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares Shares, the surrender of such Shares, in exchange for the Merger Consideration payable in respect thereof pursuant Consideration. (ii) Prior to the provisions Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (A) if the Closing occurs at or prior to 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to (x) the product of this Article II. (1) the number of Common Shares (other than any Shares held by Dissenting Stockholders, if any) held of record by DTC or such nominee immediately prior to the Effective Time and (2) the Common Stock Merger Consideration plus (y) the product of (1) the number of Preferred Shares (other than any Shares held by Dissenting Stockholders, if any) held of record by DTC or such nominee immediately prior to the Effective Time and (2) the Preferred Stock Merger Consideration (such amount, the “DTC Payment”), and (B) if the Closing occurs after 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee promptly on the first Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment. (iii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other documents as may customarily be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor payment in an amount equal to the Merger Consideration payable in respect product of each Company Share (x) the number of Common Shares or Preferred Shares, as applicable, formerly represented by such Certificate holder’s properly surrendered Certificates (or Book-Entry Share pursuant subject to the provisions such effective affidavits of this Article II, and the Certificates so surrendered loss in lieu thereof) or Book-Entry Shares so transferred shall forthwith multiplied by (y) the Common Stock Merger Consideration or Preferred Stock Merger Consideration, as applicable. No interest will be canceled. The Payment Agent shall accept such paid or accrued on any amount payable upon due surrender of Certificates (or delivery of 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, payment for any cash to be paid upon compliance with the procedures described above may be paid to such reasonable terms a transferee if the applicable letter of transmittal is presented to the Paying Agent, accompanied by all documents required to evidence and conditions as effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iv) The Surviving Corporation, Parent and the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any holder of Shares or holder of Company Stock Options such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of U.S. state or local or foreign Tax Law with respect to the making of such payment. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity, such withheld or accrued deducted amounts shall be treated for all purposes of this Agreement as having been paid to the benefit of holders holder of the Certificates Shares or Book-Entry Shares on holder of the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferredCompany Stock Options, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding were made.

Payment Procedures. Promptly following after the Effective Time but in any event no later than five business days after the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) Merger Share (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates certificates representing the Merger Shares (the “Certificates”) and to any uncertificated Merger Shares held in book-entry form (“Uncertificated Shares”) shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Uncertificated Shares to the Payment Paying Agent, and which shall be in such form and shall have such other provisions as is customary) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry the Uncertificated Shares in exchange for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) surrender of Certificates a Certificate for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto(and such other customary documents as may reasonably be required by the Paying Agent), or (ii) receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably requestrequire) in the case of a book-entry transfer of Book-Entry Uncertificated Shares, the holders holder of such Certificates Certificate or Book-Entry Uncertificated Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive promptly in exchange therefor the Merger Consideration payable in respect of Consideration, without interest, for each Company Merger Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article IIUncertificated Share, and the Certificates Certificate or Uncertificated Share so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit If payment of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon is to be made to a Person other than the surrender Person in whose name the surrendered Certificate or transferred Uncertificated Shares is registered, it shall be a condition of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until payment that (x) the Certificate so surrendered shall be properly endorsed or transferred, outstanding Certificates shall otherwise be in proper form for transfer or Book-Entry such Uncertificated Shares shall be properly transferred and (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration in respect thereof or shall have established to the reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Uncertificated Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II, without interest. If payment of the Merger Consideration is to be made to the trustee of the rabbi trusts established for the Deferred Compensation Plans, the trustee shall promptly distribute the Merger Consideration in accordance with the terms of the Deferred Compensation Plans and applicable trust agreements. Notwithstanding the foregoing, as to holders of Restricted Stock, Parent shall cause the Paying Agent to distribute the Merger Consideration allocable to such shares of Restricted Stock to the Company for payment as Adjusted Award Consideration pursuant to Section 2.3(c).

Payment Procedures. Promptly following (i) Following the Effective Acceptance Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail pay the Company Stockholders that are entitled to each receive the Offer Price pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) in compliance with the terms of this Agreement. (ii) Each holder of record of one (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”1) or more non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which ) held through The Depository Trust Company immediately prior to the Effective Time represented outstanding whose Company Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” (or such other evidence of transfer or surrender as the Paying Agent may reasonably request)) and such other procedures as agreed by the Company, Parent, the Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than Canceled five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company Shares and Dissenting Company Shares) (iA) a letter of transmittal transmittal, which shall be in a customary form (which reasonably acceptable to the Company and Parent prior to the Effective Time and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Book-Entry Shares not held through The Depositary Trust Company shall pass, only upon delivery of the Certificates or transfer of the such Book-Entry Shares to the Payment Paying Agent, shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company Shares and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender returning such Letter of the Certificates or transfer of Book-Entry Shares Transmittal in exchange for the Merger Consideration payable in respect thereof pursuant Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the provisions reasonable approval of this Article IIthe Company prior to the Effective Time. Upon (i) surrender delivery of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentLetter of Transmittal, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions theretoterms of such Letter of Transmittal, or (ii) receipt duly executed and in proper form, the holder of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesShares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration, for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)), and such Book-Entry Shares so surrendered shall forthwith be canceled. Payment of the holders of such Certificates or Merger Consideration with respect to Book-Entry Shares shall only be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant made to the provisions of this Article II, and the Certificates so surrendered or Person in whose name such Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as are registered immediately prior to the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesEffective Time. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration any amount payable upon the due surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7Shares. Until so paid or surrendered or transferredas contemplated hereby, outstanding Certificates or each Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in respect thereof pursuant accordance with and to the provisions extent provided by Section 262 of this Article IIthe DGCL, or Canceled Company Shares.

Payment Procedures. Promptly following (a) Immediately prior to the Mid-Tier Effective Time, Parent AVB shall deposit, or shall cause to be deposited, with Registrar and Transfer Company (the "Paying Agent"), for the benefit of the holders of Outstanding Shares, for exchange in accordance with this Section 3.2, cash in an amount equal to the Aggregate Merger Sub Consideration (such cash shall hereinafter be referred to as the "Exchange Fund"). (b) As soon as practicable after the Mid-Tier Effective Time, and in no event later than five Business Days thereafter (which date shall be referred to as the "Mailing Date"), AVB shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to a Certificate or Certificates at the Mid-Tier Effective Time) of , a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent) and (iithe "Transmittal Form") containing instructions for use in effecting the surrender of the Certificates. Westborough Financial shall have the right to approve the Transmittal Form. (c) Each Transmittal Form shall permit the holder (or in the case of nominee record holders, the beneficial owner through appropriate and customary documentation and instructions) to receive the Per Share Merger Consideration for each share of Westborough Financial Common Stock. A Transmittal Form shall be deemed properly completed only if accompanied by one or more Certificates or transfer representing all shares of Book-Entry Shares Westborough Financial Common Stock covered by such Transmittal Form, together with duly executed transmittal materials included with the -13- Transmittal Form. Neither AVB nor the Paying Agent shall be under any obligation to notify any Person of any defect in a Transmittal Form. (d) Upon surrender of a Certificate for exchange and cancellation to the Paying Agent, together with the Transmittal Form, duly executed, the holder of such Certificates shall be entitled to receive in exchange for therefor a check representing the Merger Consideration payable amount of cash which such holder has the right to receive in respect thereof of the Certificate surrendered pursuant to the provisions of this Article II. Upon III. (ie) surrender At and after the Mid-Tier Effective Time, there shall be no transfers on the stock transfer books of Certificates for cancellation Westborough Financial of the shares of Westborough Financial Common Stock which were outstanding immediately prior to the Payment Agent or to such other agent or agents as may Mid-Tier Effective Time and if, after the Mid-Tier Effective Time, Certificates are presented for transfer, they shall be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, canceled against delivery of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Per Share Merger Consideration payable as herein provided. (f) The provisions of this Article III assume that there will be 598,171 shares of Westborough Financial Common Stock that are Outstanding Shares or are issuable upon the exercise of Equity Interests through options or warrants or otherwise, at the Mid-Tier Effective Time. If there is any change in respect this number as of each Company Share formerly represented by such Certificate or Bookthe Mid-Entry Share pursuant to Tier Effective Time, the provisions of this Article IIIII, including the Aggregate Merger Consideration and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith Per Share Merger Consideration, will be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIappropriately adjusted.

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Canceled Company Shares and Dissenting Company Shares) and (iii) uncertificated shares of Company Common Stock (the “Uncertificated Shares”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 3.7 (A) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and ), and/or (iiB) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIIII. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (iix) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Book-Entry Uncertificated Shares, the holders of such Certificates or Book-Entry Uncertificated Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 3.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article IIthereof), and the Certificates transferred Uncertificated Shares so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry and Uncertificated Shares pursuant to this Section 2.73.8. Until so surrendered or transferredsurrendered, outstanding Certificates or Book-Entry and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article IIIII.

Payment Procedures. (i) Promptly after the Effective Time and in any event not later than the third business day following the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail be mailed to each holder of record (Record Holder, as of immediately prior to the Effective Time) , of a certificate an outstanding Certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which outstanding Certificates that immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) , which have converted into the right to receive the Per Share Merger Consideration with respect thereto, a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) reasonable instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant Certificates. Upon surrender to the provisions Paying Agent of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parenta Certificate, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Per Share Merger Consideration payable in respect of for each Company Share formerly represented by such Certificate or and such Certificate shall then be canceled. Promptly after the Effective Time and in any event not later than the third business day following the Effective Time (or, solely if delivery of a letter of transmittal (which letter of transmittal shall be in customary form and shall have such provisions as the Company and Parent may reasonably agree) by each Record Holder of uncertificated Shares represented by book-entry (“Book-Entry Share pursuant Shares”) is required by the Paying Agent, promptly following the Paying Agent’s receipt of such letter of transmittal), the Paying Agent shall issue and deliver to the provisions each Record Holder of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept a check or wire transfer for the amount of cash that such Certificates or holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of such Book-Entry Shares, and such Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesshall then be canceled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Per Share Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, or if payment of the Per Share Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that such Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Per Share Merger Consideration to a Person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 3.2(b), each Certificate (other than with respect to Excluded Shares) shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the applicable Per Share Merger Consideration payable in respect thereof pursuant as contemplated by this Article 3. (ii) Prior to the provisions Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date an amount in cash in immediately available funds equal to the number of this Article IIShares other than Excluded Shares held of record by DTC or such nominee as of the Effective Time multiplied by the Per Share Merger Consideration (such amount, the “DTC Payment”), and (ii) if the Closing occurs after 10:30 a.m. (St. Louis time) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the first business day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Payment Procedures. Promptly following As soon as reasonably practicable after the Effective TimeTime (but in no event more than three (3) Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each registered holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) Common Stock (i) a letter of transmittal (which, in customary form (which the case of shares of Company Common Stock represented by a Certificate, shall specify that delivery shall be effected, and risk of loss and title to the shares of Company Common Stock formerly represented by such Certificates shall pass, only upon delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent) ), and which shall be in such form and shall have such other customary provisions as Parent and the Company may reasonably agree prior to the Closing Date, including a customary release of claims by the holder against the Company, the Company Board of Directors, Parent and its Affiliates, including claims arising out of or related to this Agreement and the Transactions, and (ii) instructions for use in effecting the surrender of the Certificates such Certificate or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) surrender of Certificates a Certificate for cancellation to the Payment Paying Agent or to receipt of an “agent’s message” by the Paying Agent or such other agent or agents evidence of transfer as the Paying Agent may be appointed by Parentreasonably request in the case of Book-Entry Shares, together with such the associated letter of transmittal, duly completed and validly executed in accordance with the such letter’s instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent), the holders holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger Consideration payable in respect for each share of each Company Share Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article IIShare, without interest, and the Certificates Certificate so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate is registered, it shall accept be a condition of payment that (x) the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such Certificates payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate so surrendered and shall have established to the reasonable satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. For the avoidance of doubt, payment of the applicable Merger Consideration with respect to each Book-Entry Shares Share shall be made upon compliance with delivery by the holder of such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof Book-Entry Share of a duly executed letter of transmittal in accordance with normal exchange practicesthis Section 2.02(b) and such holder shall not be required to surrender any Certificate. No interest shall be paid or accrued for the benefit of holders of the Certificates or Until surrendered as contemplated by this Section 2.02(b), each Certificate and Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant as required by Section 2.01(c), subject to the provisions of this Article IIany withholding Taxes and without interest.

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail (a) On or prior to each holder of record (as of immediately prior to Royalty Right Payment Date, the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) Seller shall (i) a letter of transmittal pay, by wire transfer in customary form (which shall specify that delivery shall be effected, and risk of loss and title immediately available funds in U.S. dollars to the Certificates shall passPurchaser Account, only upon delivery of the Certificates or transfer of the Book-Entry Shares Royalty Right Payment Amount with respect to the Payment Agent) corresponding Royalty Right Period and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant deliver to the provisions Purchaser a report (a “Report”) setting forth (A) such Royalty Right Payment Amount, (B) any ANAPHYLM™ Net Sales for such Royalty Right Period, (C) any LIBERVANT™ Net Sales for such Royalty Right Period and (D) any Restricted Proceeds, in each case, calculated in reasonable detail and consistent with the definitions thereof; provided, that, no Report with respect to such ANAPHYLM™ Net Sales or LIBERVANT™ Net Sales, as applicable, is required if there have been no ANAPHYLM™ Net Sales or LIBERVANT™ Net Sales, as applicable, for such Royalty Right Period. Each Report and the contents thereof shall be subject to the Confidentiality Agreement. Notwithstanding the foregoing, to the extent that proceeds from ANAPHYLM™ Net Sales or LIBERVANT™ Net Sales, as applicable, in any non-U.S. jurisdiction are subject to restrictions on repatriation to the United States (such proceeds subject to restriction, the “Restricted Proceeds”), payments of this Article II. Upon Royalty Right Payment Amounts with respect to any Restricted Proceeds may be delayed until two Business Days following the date that such Restricted Proceeds have been repatriated to the United States, provided that the Seller uses its best efforts to repatriate such Restricted Proceeds to the United States as soon as practicable. (b) The Seller shall be entitled to withhold taxes from any payments of Royalty Right Payment Amounts as required under applicable Law unless, and solely to the extent, the Purchaser provides (i) surrender of Certificates for cancellation to the Payment Agent or to an IRS Form W-9 certifying that it is a U.S. person and no withholding is required on 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, payment or (ii) receipt an appropriate IRS Form W-8 claiming the benefits of an applicable income tax treaty pursuant to which the Purchaser is entitled to a complete exemption from U.S. federal income tax in respect of royalty income and “agent’s message” other income”, or an IRS Form W-8ECI or an IRS Form W-8EXP (each, a “Tax Exemption Form”) or an IRS Form W-8IMY with applicable attachments (including Tax Exemption Forms or other IRS Forms). In the event any Tax Exemption Form or IRS Form W-8IMY (including attachments) delivered to the Seller by the Payment Agent Purchaser expires or becomes obsolete or inaccurate in any respect, the Purchaser shall promptly provide an updated Tax Exemption Form or IRS Form W-8IMY (including attachments) or such other evidence, if any, notify the Seller in writing of the transfer as Purchaser’s legal inability to do so (in which case the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares Seller shall be entitled to receive, and Parent withhold from the Purchaser payments of Royalty Right Payment Amounts). Any amounts required by Law to be so withheld shall cause be treated for all purposes of this Agreement as having been paid to the Payment Agent to pay, in exchange therefor the Merger Consideration payable Person in respect of each Company Share formerly represented by which such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIwithholding was made.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, and in any event not later than the third Business Day following the Closing Date, Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail be mailed to each holder of record (record, as of immediately prior to the Effective Time) , of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which that immediately prior to the Effective Time represented outstanding Company Common Shares (other than Canceled Company the "Certificates") or non-certificated outstanding Common Shares and Dissenting Company represented by book-entry ("Book-Entry Shares) "), (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or transfer effective affidavits of the loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to Consideration. The form of the provisions letter of this Article II. transmittal and instructions shall be reasonably agreed upon by Parent and the Company. (ii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other documents as may customarily be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receivereceive in exchange therefor, and Parent the Paying Agent shall cause promptly distribute to such holder, a check in an amount equal to the Payment Agent to pay, in exchange therefor product of (x) the Merger Consideration payable in respect number of each Company Share formerly Common Shares represented by such Certificate holder's properly surrendered Certificates (or Book-Entry Share pursuant to the provisions effective affidavits of this Article II, and the Certificates so surrendered loss in lieu thereof) or Book-Entry Shares so transferred shall forthwith and (y) the Merger Consideration. No interest will be canceled. The Payment Agent shall accept such 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 Common Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon compliance due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. (iii) Notwithstanding any other provision in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any holder of Shares such amounts as are required to be withheld or deducted under the Code or any provision of any applicable Law relating to Taxes with respect to the making of such reasonable terms and conditions as payment. To the Payment Agent may impose extent that any amounts are so withheld or deducted, such withheld or deducted amounts shall be paid over to effect an orderly exchange thereof the applicable Governmental Entity in accordance with normal exchange practices. No interest shall be applicable Law and treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding was made.

Payment Procedures. (i) Promptly following after the Effective TimeTime (but in no event more than five (5) Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate Certificate or certificates Certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“evidence of Book-Entry Shares”), which immediately prior ) whose shares of Company Common Stock were converted pursuant to Section 2.7(c) into the Effective Time represented outstanding Company Shares right to receive the Merger Consideration (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an "agent's message" with respect to Book-Entry Shares) as Parent and the Company may reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration payable Consideration. Upon surrender of a Certificate for cancellation or surrender of Book-Entry Shares, in respect thereof pursuant each case, to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent), the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect Consideration, without interest, for each Book-Entry Share or share of each Company Share Common Stock formerly represented by such Certificate, and the Certificate so surrendered, if applicable, shall forthwith be cancelled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that (x) in the case of a Certificate, the Certificate so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) in the case of both a Certificate or a Book-Entry Share, the Person requesting such payment shall have paid any transfer and other Taxes (as defined below) required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share pursuant surrendered or shall have established to the provisions reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 2.8, and the Certificates so surrendered each Certificate or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant Consideration, without interest, as contemplated by this Article 2. (ii) Prior to the provisions Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent and the Depository Trust Company ("DTC") to ensure that (i) if the Closing occurs at or prior to 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the Closing Date an amount in cash in immediately available funds equal to the product of this Article II(x) the number of shares of Company Common Stock held of record by DTC or such nominee immediately prior to the Effective Time and (y) the Merger Consideration (such amount, the "DTC Payment"), and (ii) if the Closing occurs after 11:30 a.m. (Eastern time) on the Closing Date, the Paying Agent will transmit to DTC or its nominee on the first (1st) Business Day after the Closing Date an amount in cash in immediately available funds equal to the DTC Payment.

Payment Procedures. Promptly following after the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each Person who was, at the Effective Time, a holder of record (as of immediately prior to the Effective Time) shares of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares Common Stock (other than Canceled Company (i) Appraisal Shares to be treated in accordance with Section 2.07 and Dissenting (ii) Owned Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book Entry Shares, as applicable, shall pass, in the case of Certificates, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions regarding delivery of an “agent’s message” with respect to Book Entry Shares) as Parent and the Company may reasonably agree in writing prior to the Closing Date) and (iiB) instructions for use in effecting the surrender of the Certificates or transfer of Book-Book Entry Shares in exchange for payment of the Merger Consideration payable as provided in respect thereof pursuant to the provisions of this Article IISection 2.01(c). Upon (i1) surrender of Certificates a Certificate for cancellation cancelation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with such letter’s instructions (and such other customary documents as may reasonably be required by the instructions thereto, Paying Agent) or (ii2) in the case of Book Entry Shares, receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares), the holders holder of such Certificates Certificate or Book-Book Entry Shares Share shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect for each share of each Company Share Common Stock formerly represented by such Certificate or Book-Book Entry Share pursuant to the provisions of this Article IIShare, and the Certificates Certificate or Book Entry Share so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment ; provided, with respect to any holder of record of Company Common Stock who provides such documentation and information prior to the Closing Date, the Paying Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on pay the Merger Consideration payable upon for each share of Company Common Stock for which such documentation and information has been provided as soon as reasonably practicable on or after the surrender Closing Date. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book Entry Share is registered, it shall be a condition of payment that (x) the Certificate or Book Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer, (y) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificates Certificate or transfer Book Entry Share surrendered and shall have established to the reasonable satisfaction of Book-Entry Shares pursuant to the Surviving Corporation that such Tax either has been paid or is not applicable, and (z) the respective holder and the Person requesting such payment represent and agree that such Person (or its tax owner) is the beneficial owner of such Merger Consideration for all Tax purposes. Until surrendered as contemplated by this Section 2.7. Until so surrendered or transferred2.02, outstanding Certificates or Book-each Certificate and Book Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II.

Payment Procedures. Promptly (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, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record of Shares whose Shares were converted into the right to receive the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or transfer effective affidavits of the loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as Parent and the Company may mutually reasonably agree) and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Consideration. (ii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Payment Agent (or Paying Agent, and such other evidence, if any, of documents as may customarily be required by the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor an amount in cash equal to the Merger Consideration payable in respect product of each Company Share formerly (x) the number of Shares represented by such Certificate holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Share pursuant to Shares and (y) the provisions of this Article IIMerger Consideration, and the Certificates so surrendered or Book-Entry Shares so transferred surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicescancelled. No interest shall be paid or accrued for the benefit on any amount payable upon due surrender of holders Certificates (or effective affidavits of the Certificates loss in lieu thereof) or Book-Entry Shares. In the event of a transfer of ownership of Shares on that is not registered in the transfer records of the Company, payment of the Merger Consideration payable upon the due surrender of the Certificate may be paid to such Certificates a transferee if the Certificate formerly representing such Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or transfer are not applicable. (iii) Each of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferredthe Paying Agent, outstanding Certificates or Book-Entry Shares the Company, Parent, Merger Sub and the Surviving Corporation shall be deemed entitled to deduct and withhold from any and after all amounts otherwise payable under this Agreement such amounts as are required to be withheld or deducted under the Effective TimeInternal Revenue Code of 1986, as amended (the “Code”), or under any provision of state, local or foreign Tax Law with respect to evidence only the right making of such payment. Any amounts that are so deducted or withheld and paid over to receive the Merger Consideration payable relevant Governmental Entity, shall be treated for all purposes of this Agreement as having been paid to the Person in respect thereof pursuant to the provisions of this Article IIwhich such deduction or withholding was made.

Payment Procedures. Promptly following (i) The Surviving Corporation shall distribute the Merger Consideration at the Effective TimeTime as set forth herein, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates ("Certificates") previously representing shares of Common Stock or Class A Common Stock (after giving effect to the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”Class A Conversion), which immediately prior excluding Certificates representing Treasury Shares or Dissenting Shares. Upon surrender of (A) a Certificate (or affidavit of lost Certificate in form and substance reasonably satisfactory to the Effective Time represented outstanding Company Shares Surviving Corporation, and, if the Surviving Corporation shall request, the posting of a bond in form and substance reasonably satisfactory to the Surviving Corporation), (other than Canceled Company Shares and Dissenting Company Shares) (iB) a letter duly executed FIRPTA certificate substantially in the form of transmittal in customary form (which shall specify that delivery shall be effectedExhibit B, and risk (C) a Release substantially in the form of loss and title Exhibit F hereto to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent Surviving Corporation or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such letter of transmittala blank stock power, duly completed executed, and validly executed in accordance together with the instructions thereto, or (ii) receipt of an “agent’s message” such other documents as may be reasonably required by the Payment Agent Surviving Corporation, the holder of such Certificate shall be entitled to receive from the Surviving Corporation in exchange for each share of Common Stock theretofore represented by the Certificate so surrendered (or such other evidenceafter giving effect to the Class A Conversion), the Adjusted Per Share Amount, without any interest thereon, less an amount equal to the Excess Common Stock Holdback, if any, divided by the number of outstanding shares of Common Stock (including Dissenting Shares, and after giving effect to the Class A Conversion). (ii) The Surviving Corporation shall distribute the Option Payment Amount at the Effective Time as set forth herein. At the Effective Time, the Stockholder Representative shall deliver to the Company a schedule setting forth (A) the Option Consideration into which each holder's Option shall have been converted, (B) the Per Share Reserve Holdback multiplied by the number of shares of Common Stock subject to such holder's Option (the "Option Reserve Holdback"), and (C) the difference between the Option Consideration and the Option Reserve Holdback (the "Adjusted Option Consideration"). In no event shall the Adjusted Option Consideration payable to any holder of an Option be less than the withholding tax with respect to such Option. In the event that the deduction of the transfer Option Reserve Holdback from the Option Consideration would cause a reduction in the Option Consideration to an amount less than that permitted in the preceding sentence, the excess Option Reserve Holdback shall be allocated pro rata (including Dissenting Shares, and after giving effect to the Class A Conversion) to reduce the Adjusted Per Share Amount payble with respect to the shares of Common Stock (the amount of such reduction being hereinafter referred to as the Payment Agent may reasonably request) in "Excess Common Stock Holdback"). Upon receipt by the case Company of a transfer of Book-Entry Sharessuch schedule, the holders Company shall pay to each holder of an Option, the Adjusted Option Consideration, net of any withholding taxes applicable to the Option Consideration into which such Certificates or Book-Entry Shares holder's Options shall be entitled have been converted (without consideration of amounts withheld for the Option Reserve Holdback). (iii) At the Effective Time, the Surviving Corporation shall distribute the Reserve Holdback to receive, and Parent shall cause the Stockholder Representative from the Payment Agent Fund to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued held for the benefit of the Stockholders and the holders of Options. At such time as the Certificates or Book-Entry Shares on Stockholder Representative deems appropriate, the Merger Consideration payable upon pro rata portion of the surrender Reserve Holdback withheld from each holder of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares the Common Stock and the Options shall be deemed from and after the Effective Time, distributed to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIsuch holders.

Payment Procedures. Promptly (a) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth Business Day following the Effective Time, Parent and Merger Sub the Paying Agent shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate Certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which Share immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a form of letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) proper surrender of Certificates a Certificate or Book-Entry Share for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parent, together with such a letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or and such other evidence, if any, of the transfer documents as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Sharesbe required pursuant to such instructions, the holders holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect of each Company Share the shares of Common Stock formerly represented by such Certificate or Book-Entry Share less any required withholding of Taxes pursuant to the provisions of this Article II, Section 3.3(h) and the Certificates so surrendered such Certificate or Book-Entry Shares Share so transferred surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicescancelled. No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding the Certificates or Book-Entry Shares Shares. (b) The Payment Fund shall be invested by the Paying Agent as directed by Parent or the Surviving Corporation; provided, however, that any such investments shall be (i) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality thereof and having maturities of not more than one month from the date of investment, (ii) money market mutual or similar funds having assets in excess of $1,000,000,000 or (iii) rated Baa3 or P-3 (or higher) by ▇▇▇▇▇’▇ Investors Service, BBB- or A-3 (or higher) by Standard & Poor’s or BBB- or F3 (or higher) by Fitch Group. Earnings on the Payment Fund shall be the sole and exclusive property of Parent and the Surviving Corporation and shall be paid to Parent or the Surviving Corporation, as Parent directs. No investment of the Payment Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from making the payments required by this Article III, and following any losses from any such investment, Parent shall promptly provide additional funds to the Paying Agent for the benefit of the holders of shares of Common Stock at the Effective Time in the amount of such losses, which additional funds will be deemed to be part of the Payment Fund. (c) Until surrendered in accordance with this Section 3.3, each Certificate and each Book-Entry Share shall be deemed, from and after the Effective Time, to evidence represent only the right to receive the applicable Merger Consideration, subject to the Surviving Corporation’s obligation to pay any dividends or other distributions with a record date prior to the Effective Time that may have been authorized by the Company in accordance with this Agreement and that remain unpaid at the Effective Time. Any Merger Consideration paid upon the surrender of any Certificate or Book-Entry Share shall be deemed to have been paid in full satisfaction of all rights pertaining to such Certificate or Book-Entry Share and, in the case of a Certificate, the shares of Common Stock formerly represented by it. (d) At and after the Effective Time, there shall be no transfers on the stock transfer books of the Company of the shares of Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation or the Paying Agent for any reason, they shall be cancelled and exchanged for the Merger Consideration pursuant to this Article III, except as otherwise provided by Law. (e) Any portion of the Payment Fund (including the proceeds of any investments thereof) that remains unclaimed by the former stockholders of the Company one year after the Effective Time shall be delivered to Parent. Any holders of Certificates or Book-Entry Shares who have not theretofore complied with this Article III with respect to such Certificates or Book-Entry Shares shall thereafter look only to Parent for payment of their claim for Merger Consideration in respect thereof. (f) Notwithstanding the foregoing, neither the Paying Agent nor any party hereto nor any of their respective Representatives shall be liable to any Person in respect of cash that would have otherwise been payable in respect thereof of any Certificate of Book-Entry Share from the Payment Fund delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificate or Book-Entry Share shall not have been surrendered before five years after the provisions Effective Time (or, if earlier, immediately prior to the date on which any Merger Consideration in respect thereof would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration in respect of such Certificate or Book-Entry Share shall, to the extent permitted by applicable Law, become the property of the Surviving Corporation, free and clear of all claims or interest of any Person previously entitled thereto. (g) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact (such affidavit shall be in a form reasonably satisfactory to Parent and the Paying Agent ) by the Person claiming such Certificate to be lost, stolen or destroyed, and, if required by the Paying Agent, the posting by such Person of a bond in customary amount as indemnity against any claim that may be made against it with respect to such Certificate, the Paying Agent shall issue in exchange for such lost, stolen or destroyed Certificate the Merger Consideration to which such Person is entitled in respect of such Certificate pursuant to this Article IIIII. (h) Parent, Merger Sub, the Surviving Corporation or the Paying Agent, as the case may be, shall be entitled to deduct and withhold from any consideration otherwise payable under this Agreement such amounts that are required to be deducted or withheld therefrom under the Code, or any applicable state, local or foreign Tax Law. To the extent that any amounts are so deducted and withheld and paid to the appropriate taxing authorities, those amounts shall be treated as having been paid to the Person in respect of whom such deduction or withholding was made for all purposes under this Agreement.

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter Each holder of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Common Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Common Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor (i) Common Stock Consideration in the Merger Consideration payable form of separate certificates or share deposit receipts for Acquiring Fund Common Stock and (ii) cash in respect of an amount equal to the Common Cash Consideration, for each Company Share share formerly represented by such Common Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Common Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept (less any required withholding taxes) and such Certificates Common Certificate or Common Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesshall then be cancelled. No interest shall be paid or accrued for the benefit of holders of the Common Certificates or Common Book-Entry Shares on the Common Cash Consideration. (ii) If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that the Certificate or Book- Entry Share so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration, as applicable, to a person other than the registered holder of the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of the Acquiring Fund that such tax either has been paid or is not applicable. (iii) Until surrendered as contemplated by, and in accordance with, this paragraph 3.2, each Certificate and each Book-Entry Share shall be deemed at any time after the Effective Date to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this paragraph 3. (iv) At any time following the date that is six months after the Effective Date, the Acquiring Fund shall be entitled to require the Paying Agent to deliver to it any funds (including any interest received with respect thereto) which have been deposited with the Paying Agent and which have not been disbursed to holders of Certificates or Book-Entry Shares on and thereafter such holders shall be entitled to look to the Acquiring Fund (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with respect to the Merger Consideration payable (without interest) upon the due surrender of such their Certificates or transfer of Book-Entry Shares Shares. The Acquiring Fund shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Acquired Fund Common Stock for Merger Consideration. None of the Acquiring Fund, the Acquired Fund or the Paying Agent shall be liable to any person in respect of any cash delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. Any Cash Consideration remaining unclaimed as of a date which is immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Acquiring Fund free and clear of any claims or interests of any person previously entitled thereto. All cash paid in accordance with the terms of this Section 2.7. Until so surrendered or transferred, outstanding Article 3 in respect of Certificates or Book-Entry Shares that have been surrendered in accordance with the terms of this Agreement shall be deemed from and after to have been paid in full satisfaction of all rights pertaining to the shares of Acquired Fund Common Stock represented thereby. (v) After the Effective TimeDate, the stock transfer books of the Acquired Fund shall be closed and thereafter there shall be no further registration of transfers of Acquired Fund Common Stock that were outstanding prior to evidence only the right Effective Date. After the Effective Date, Certificates or Book-Entry Shares presented to receive the Paying Agent for transfer shall be canceled and exchanged for the Merger Consideration payable Consideration, as applicable, provided for, and in respect thereof pursuant to accordance with the provisions of procedures set forth in, this Article II3.

Payment Procedures. Promptly following (a) Promptly, but in no event later than three Business Days after the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record of Company Common Stock (as other than holders of Company Book-Entry Shares held through The Depository Trust Company) that, immediately prior to the Effective Time) , represented shares of a certificate or certificates (Company Common Stock that were converted into the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior right to receive the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company SharesMerger Consideration pursuant to Section 2.8(a) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer to the Paying Agent or, in the case of the Company Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the letter of transmittal) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Company Book-Entry Shares in exchange for the Merger Consideration. Such letter of transmittal shall be in customary form and have such other provisions as Parent may reasonably specify (such letter to be reasonably acceptable to the Company prior to the Effective Time). Notwithstanding anything to the contrary contained in this Agreement, no holder of Company Book-Entry Shares shall be required to deliver a Certificate or, in the case of Company Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal to the Paying Agent to receive the Merger Consideration payable that such holder is entitled to receive pursuant to Section 2.8(a). In lieu thereof, each holder of record of one or more Company Book-Entry Shares held through The Depository Trust Company whose Company Book-Entry Shares were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as practicable after the Effective Time, in respect thereof pursuant of each such Company Book-Entry Share, a cash amount in immediately available funds equal to the provisions Merger Consideration, subject to any withholding of this Article II. Taxes as required by applicable Laws, and such Company Book-Entry Shares of such holder shall forthwith be canceled. (b) Upon (i) surrender of Certificates a Certificate for cancellation to the Payment Paying Agent or to such other agent or agents as Parent may be appointed by Parentappoint, together with such letter of transmittal, duly completed executed and validly executed in accordance with completed, and such other documents as the instructions theretoPaying Agent may reasonably require, or (ii) receipt delivery to the Paying Agent of an “agent’s message” by the Payment Agent in respect of Company Book-Entry Shares not held through The Depository Trust Company (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) ), the holder shall be entitled to receive the Merger Consideration, subject to any withholding of Taxes as required by applicable Laws, in the case exchange for each share of a transfer of Company Common Stock so surrendered formerly represented by such holder’s properly surrendered Certificates and/or Company Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article IIas applicable, and the Certificates so surrendered or Certificate and/or Company Book-Entry Shares so transferred surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for accrue on the benefit of holders Merger Consideration. (c) If any portion of the Certificates Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Certificate or Company Book-Entry Shares on not held through The Depository Trust Company are registered, then it shall be a condition to the payment of such Merger Consideration payable upon that (i) the surrender of such Certificates Certificate or transfer of Company Book-Entry Shares pursuant to this Section 2.7. Until so surrendered shall be properly endorsed or transferred, outstanding Certificates 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 or Company Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant surrendered or (B) established to the provisions reasonable satisfaction of this Article IIParent that any such Taxes either have been paid or are not payable.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, but in no event more than three (3) Business Days after the Closing Date, Parent shall, and Merger Sub shall cause the Payment Surviving Corporation to, cause the Paying Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time, of (A) of a an outstanding certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock or Company Preferred Stock, as applicable (the “Certificates”) or non-certificated (B) shares of Company Shares Common Stock or Company Preferred Stock, as applicable, represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent, and which shall be in a customary form (including customary provisions regarding delivery of the an “agent’s message” with respect to Book-Entry Shares Shares) and agreed to by P▇▇▇▇▇ and the Company prior to the Payment AgentClosing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration payable in respect thereof pursuant Consideration. (ii) Upon surrender to the provisions Paying Agent of this Article II. Upon (i) surrender a Certificate and delivery of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, a duly completed and validly executed Letter of Transmittal and such other customary documents as may be reasonably required by the Paying Agent or in accordance with the instructions theretocase of Book-Entry Shares, or (ii) receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares), the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, promptly receive in exchange therefor the Merger Consideration (subject to Section 3.3(j)) payable in respect of each Company Share the number of shares formerly represented evidenced by such Certificate or such Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesShare. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration or on any unpaid dividends and other distributions payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock or Company Preferred Stock, as applicable, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof of such shares of Company Common Stock or Company Preferred Stock, as applicable, subject to the Surviving Corporation’s obligation (subject to Section 6.1) to pay any dividends or other distributions with a record date prior to the Effective Time which may have been authorized by the Company and which remain unpaid at the Effective Time (including pursuant to the provisions of this Article IISection 3.3(i), as applicable).

Payment Procedures. Promptly following after the Effective TimeTime (but in no event more than four (4) Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or transfer affidavits of the Book-Entry Shares loss in lieu of such Certificates) to the Payment Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) and as Parent may reasonably specify), (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration payable and (iii) a certificate or declaration in respect thereof pursuant customary form to be used to confirm the provisions status of this Article IIa holder of the Company Common Stock as an Israeli Resident (within the meaning of the Israeli Tax Ordinance) or foreign resident, if applicable. Upon (i) surrender of Certificates a Certificate (or upon receipt of an agent’s message in the case of a Book-Entry Share) for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent), the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant shall be entitled to receive in exchange therefor the provisions Merger Consideration, without interest, for each share of this Article IICompany Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificates so surrendered Certificate or Book-Entry Shares Share so transferred surrendered shall forthwith be canceled. The Payment Agent If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share is registered, it shall accept be a condition of payment that (x) the Certificate or Book-Entry Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share (other than Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof be canceled in accordance with normal exchange practices. No interest shall be paid or accrued Section 2.1(b) and, for the benefit avoidance of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferreddoubt, outstanding Certificates or Book-Entry Shares Rollover Shares) shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II, without interest. Payment of the Merger Consideration to holders of shares of Company Common Stock traded on the Tel-Aviv Stock Exchange (“TASE”) shall be remitted by the Paying Agent to the Company’s nominee company and the TASE Clearing House. The Surviving Corporation shall provide the TASE Clearing House and the nominee company with the information and documentation required to process such payments.

Payment Procedures. Promptly following (i) Following the Effective Acceptance Time, Parent and Merger Sub shall cause the Payment Paying Agent to pay the Company Stockholders that are entitled to receive the Closing Amount pursuant to Section 2.1(e) such amount in respect thereof in accordance with the terms of Section 2.1(e) and to pay the holders of Company Preferred Stock that are entitled to receive the Preferred Closing Consideration in respect thereof in accordance with this Article III, in each case, in compliance with the terms of this Agreement. (ii) As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), Parent or the Surviving Corporation shall cause the Paying Agent to mail to each holder of record (as of Person that was, immediately prior to the Effective Time) , a holder of a certificate record of Company Shares or shares of Company Preferred Stock represented by certificates (the “Certificates”) that is entitled to receive the Merger Consideration pursuant to Section 3.7(a)(i) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”Preferred Closing Consideration pursuant to Section 3.7(i), as applicable: (A) a letter of transmittal, which immediately shall be in a customary form reasonably acceptable to the Company and Parent prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment AgentPaying Agent (or effective affidavits of loss in lieu thereof in accordance with Section 3.10), shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company Shares or Company Preferred Stock, as applicable, and shall otherwise be in such form as Parent, the Company and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of Book-Entry Shares loss in lieu thereof) in exchange for payment of the Merger Consideration payable in respect thereof pursuant or Preferred Closing Consideration, as applicable, the forms of which Letter of Transmittal and instructions shall be subject to the provisions reasonable approval of this Article IIthe Company prior to the Effective Time. Upon (i) surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof) to the Payment Paying Agent or to such other agent or agents as may be appointed in writing by Parent▇▇▇▇▇▇ Sub, together with such letter and upon delivery of transmittala Letter of Transmittal, duly completed executed and validly executed in proper form, with respect to such Certificates, the holder of such Certificates shall be entitled to receive the Merger Consideration or the Preferred Closing Consideration, as applicable, for each Company Share or share of Company Preferred Stock formerly represented by such Certificates (subject to any required Tax withholdings as provided in Section 3.8(e)), and any Certificate so surrendered shall forthwith be canceled. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration or the Preferred Closing Consideration, as applicable, as contemplated by this Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the instructions theretoextent provided by Section 262 of the DGCL, or any Canceled Company Shares. (iiiii) Each holder of record of one (1) or more non-certificated Company Shares or shares of Company Preferred Stock represented by book-entry (“Book-Entry Shares”) held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares or shares of Company Preferred Stock were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” by the Payment Agent (or such other evidence, if any, evidence of the transfer or surrender as the Payment Paying Agent may reasonably request)) in and such other procedures as agreed by the case of a transfer of Book-Entry SharesCompany, Parent, the holders of such Certificates or Book-Entry Shares shall Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Payment Paying Agent to paypay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration or Preferred Closing Consideration, as applicable, for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 3.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration or Preferred Closing Consideration, as applicable, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with the terms of such Letter of Transmittal, duly executed and in proper form, the holder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of or Preferred Closing Consideration, as applicable, for each Company Share formerly represented by such Certificate or Book-Entry Share pursuant (subject to the provisions of this Article IIany required Tax withholdings as provided in Section 3.8(e)), and the Certificates so surrendered or such Book-Entry Shares so transferred surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant Preferred Closing Consideration, as applicable, with respect to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered immediately prior to the Effective Time. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable or Preferred Closing Consideration, as applicable, as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in respect thereof pursuant accordance with and to the provisions extent provided by Section 262 of this Article IIthe DGCL, or Canceled Company Shares.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Parent and Merger Sub the Paying Agent shall cause the Payment Agent to mail to each holder of record of Shares whose Shares were converted into the Merger Consideration pursuant to Section 2.1, (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon delivery of the Certificates (or transfer effective affidavits of the loss in lieu thereof) or Book-Entry Shares to the Payment Agent) Paying Agent and shall be in such form and have such other provisions as Parent and the Company may reasonably specify), and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration Consideration. On the Closing Date, the Paying Agent shall also deliver, or cause to be delivered, to each holder of a Company Stock Option or a Company Stock-Based Award by wire transfer the amount due and payable to such holder pursuant to Section 5.5 hereof in respect thereof pursuant to the provisions of this Article II. such Company Stock Option or Company Stock-Based Award. (ii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent or to such other agent or agents as may be appointed by Parenttogether with, together with in the case of Certificates, such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) or, in the case of Book-Entry Shares, receipt by the Paying Agent of an “agent’s message,” and such other documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor a check in an amount equal to the product of (A) the number of Shares represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (B) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. If the payment equal to the Merger Consideration payable is to be made to a person other than the person in respect whose name the surrendered Certificate or the transferred Book-Entry Shares is registered in the transfer records of each Company Share the Company, it shall be a condition of payment that (i) the Certificate or Book-Entry Shares formerly represented representing such Shares is presented to the Paying Agent, accompanied by all proper endorsements or documents required to evidence and effect such transfer and (ii) the person requesting such payment shall pay to the Paying Agent any applicable stock transfer or other Taxes required as a result of such payment to a person other than the registered holder of such Certificate or Book-Entry Share pursuant or provide evidence satisfactory to the provisions of Paying Agent that any stock transfer Taxes (as defined in Section 3.13(c)) have been paid or are not applicable. Until surrendered as contemplated by this Article IISection 2.2, and the Certificates so surrendered each Certificate or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration as contemplated by this Article 2. (iii) For the avoidance of doubt, the Paying Agent, the Surviving Corporation and Parent shall each be entitled to deduct and withhold from the consideration otherwise payable under this Agreement to any former holder of Shares or former holder of Company Stock Options or Company Stock-Based Awards, such amounts as are required to be withheld or deducted under the Internal Revenue Code of 1986, as amended (the “Code”), or any provision of state, local or foreign Tax Law with respect to the making of such payment, including any applicable transfer, stamp or other Taxes due as a result of the consummation of the Merger. To the extent that amounts are so withheld or deducted and paid over to the applicable Governmental Entity (as defined in Section 3.3(b)), such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the former holder of the Shares or holder of the Company Stock Options or Company Stock-Based Awards, in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding were made.

Payment Procedures. Promptly following the Effective TimeTime (and in any event within two (2) Business Days after the Closing Date), Parent and Merger Sub shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which Person registered immediately prior to the Effective Time represented outstanding Company as an owner of Converted Shares (other than Canceled Company Shares each, a “Registered Holder” and Dissenting Company Sharescollectively, the “Registered Holders”) (i) a form of letter of transmittal (a “Letter of Transmittal”), in customary form (and substance agreed upon prior to the Effective Time by the Company and Parent, which shall specify that delivery shall be effected, effected and risk of loss and title shall pass upon (A) with respect to the Certificates shall passshares evidenced by certificates, only upon the proper delivery of the Certificates or transfer certificates and a validly executed Letter of the Book-Entry Shares Transmittal to the Payment AgentPaying Agent (and such other documents as the Paying Agent may reasonably request) and (iib) instructions for use with respect to shares evidenced in effecting the surrender of the Certificates or transfer of Bookbook-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parententry form, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt only upon proper delivery of an “agent’s message” by in customary form regarding the Payment Agent transfer of such book-entry shares (or such other evidence, if any, of the transfer as the Paying Agent may reasonably request, and (ii) instructions for effecting the exchange of Converted Shares for the Per Share Merger Consideration payable with respect to the Converted Shares pursuant to Section 2.1(c). After the Effective Time, upon delivery to the Payment Agent by each Registered Holder of either (a) the certificates to be surrendered together with the Letter of Transmittal, duly, completely and validly executed in accordance with the instructions thereto, or (b) an instruction requesting the transfer of Converted Shares, which instruction may be an “agent’s message” in customary form (if required) (it being understood that the Registered Holders will be deemed to have delivered such instructions to the Payment Agent upon the Payment Agent’s receipt of an “agent’s message” or such other evidence, if any, as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares), the holders of such Certificates or Book-Entry Shares each Registered Holder shall be entitled to receive, and Parent shall cause receive an amount in cash equal to (A) the Payment Agent to pay, in exchange therefor aggregate number of Converted Shares of such Registered Holder multiplied by (B) the Per Share Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesConsideration. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares Registered Holders on the Per Share Merger Consideration payable upon the surrender delivery of such Certificates or transfer of Book-Entry Shares instructions pursuant to this Section 2.72.2(b). Until so surrendered or transferredexchanged, outstanding Certificates or Book-Entry Converted Shares shall be deemed from and after the Effective Time, Time to evidence only the right to receive the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article IISection 2.1(c)(i).

Payment Procedures. (i) Promptly after the Effective Time and in any event not later than the second Business Day following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail be mailed to each holder of record (holder, as of immediately prior to the Effective Time, of Shares that have converted pursuant to Section 3.1(a) of a certificate or certificates (into the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior right to receive the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) applicable Merger Consideration with respect thereto a letter of transmittal in customary form containing instructions for use in effecting the surrender of the Certificates (which the “Letter of Transmittal”). The Letter of Transmittal shall specify that delivery of Shares shall be effected, and risk of loss and title to the Certificates shall pass, only upon (x) in the case of certificated Shares, proper delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) Paying Agent and (iiy) instructions for use in effecting the surrender of the Certificates or transfer case of Book-Entry Shares, reasonable and customary provisions regarding delivery of an “agent’s message” with respect to such Book-Entry Shares. (ii) In the case of certificated Shares, upon surrender to the Paying Agent of a Certificate representing any such Shares in exchange for that have been converted into the right to receive Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentSection 3.1(a), together with such letter a Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, Parent shall cause the Paying Agent to deliver to the record holder of such Certificate a check or wire transfer for the amount of applicable Merger Consideration for each Share formerly represented by such Certificate, and such Certificate shall then be canceled. (iiiii) With respect to Book-Entry Shares, upon receipt by Paying Agent of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Paying Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or with respect to any Book-Entry Shares shall be entitled representing any Shares that have been converted in the right to receivereceive Merger Consideration pursuant to Section 3.1(a), and Parent shall cause the Payment Paying Agent to pay, in exchange therefor deliver to the record holder of such Book‑Entry Shares a check or wire transfer for the amount of Merger Consideration payable that such record holder is entitled to receive pursuant to Section 3.1(a) of this Agreement in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article IIBook‑Entry Shares, and the Certificates so surrendered or Book-Entry such Book‑Entry Shares so transferred shall forthwith then be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. . (iv) No interest shall be paid or accrued for on the benefit cash payable upon the surrender or transfer of holders of the Certificates any Certificate or Book-Entry Share. In the event of a transfer of ownership of Shares on that is not registered in the transfer records of the Company, or if payment of the Merger Consideration payable upon is to be made to a Person other than the surrender Person in whose name the surrendered Certificate is registered, it shall be a condition of payment that such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until Certificate so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from properly endorsed or shall be otherwise in proper form for transfer or such Book‑Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Certificate or Book‑Entry Share surrendered or shall have established to the reasonable satisfaction of Parent or the Paying Agent that such Tax either has been paid or is not applicable. (v) Promptly after the Effective Time, and in any event, not later than the first Business Day after the Effective Time, the Paying Agent shall deliver to evidence only the right Surviving Corporation an amount, in cash, sufficient to receive the Merger Consideration payable in respect thereof make all payments pursuant to Section 3.3, and Parent shall cause, promptly after the provisions receipt of this Article IIsuch payment by the Surviving Corporation, and in any event no later than ten Business Days following the Closing Date, each Option Holder and RSU Holder to be paid through a payroll or other appropriate account of the Surviving Corporation or any its Affiliates the amounts provided for in Section 3.3, subject to deductions of any applicable withholding Tax in accordance with Section 3.2(h).

Payment Procedures. Promptly following after the Effective Time, (and in any event no later than three (3) Business Days thereafter), Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record of Company Common Stock (as of immediately prior to the Effective Timeincluding Restricted Stock) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company that thereafter was converted at the Effective Time into the right to receive the applicable Merger Consideration and that has not theretofore submitted its Certificates or Book-Entry Shares (other than Canceled Company Shares and Dissenting Company Shares) with a Form of Election (i) a letter of transmittal (which, in customary form (which the case of shares of Company Common Stock represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) surrender of Certificates for cancellation to the Payment Paying Agent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or to such other agent or agents evidence, if any, of transfer as the Paying Agent may be appointed by Parentreasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent), the holders holder of such Certificates or Book-Entry Shares shall be entitled to receivereceive in exchange therefor, subject to any required withholding of Taxes in accordance with Section 2.7(h), for each share of Company Common Stock (including Restricted Stock) surrendered (and any Certificates surrendered shall forthwith be cancelled) (I) the Stock Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.4 and Section 2.5, and/or (II) a check or wire transfer representing the amount of (A) the Cash Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.1(e), Section 2.4 and Section 2.5, (B) any dividends or distributions which the holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with Section 2.7(c) and (C) a check or wire transfer representing the Fractional Share Consideration, without interest, resulting from the rounding-down of any shares of Parent shall cause Common Stock otherwise issuable pursuant to (I) above. If payment of any portion of the Payment Agent Aggregate Merger Consideration is to pay, be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered in the transfer or stock records of the Company, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer and (B) the Person requesting such payment shall evidence payment of any transfer and other Taxes required by reason of the payment of such portion of the Aggregate Merger Consideration payable in respect to a Person other than the registered holder of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant surrendered or shall have established to the provisions reasonable satisfaction of the Surviving Company that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 2.7, each Certificate and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the applicable Merger Consideration payable in respect thereof pursuant to the provisions for each applicable share of Company Common Stock as contemplated by this Article II, without interest.

Payment Procedures. Promptly following after the Effective TimeTime (but in no event more than five Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares Common Stock (other than Canceled the Company, Parent, Merger Sub, any Subsidiary of the Company, Parent or Merger Sub, holders of Company Restricted Stock in respect of such shares of Company Restricted Stock set forth in Section 2.2 of the Company Disclosure Schedule or holders of Dissenting Shares and Dissenting Company Shares) who have not subsequently withdrawn or lost their rights of appraisal): (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or transfer affidavits of the Book-Entry Shares loss in lieu of such Certificates) to the Payment Paying Agent, and which shall be in such form and shall have such other customary provisions (including customary provisions with respect to delivery of an “agent’s message” with respect to shares held in book-entry form) as Parent may reasonably specify) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) surrender of Certificates for cancellation to a Certificate (or upon receipt of an agent’s message in the Payment Agent or to such other agent or agents as may be appointed by Parentcase of Book-Entry Shares), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent), the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant shall be entitled to receive in exchange therefor the provisions Merger Consideration, without interest, for each share of this Article IICompany Common Stock formerly represented by such Certificate or held in book-entry form, and the Certificates so surrendered Certificate or Book-Entry Shares Share so transferred surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest Share is registered, it shall be paid or accrued for a condition of payment that (x) the benefit of holders of the Certificates Certificate or Book-Entry Shares on Share so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (y) the Person requesting such payment shall have paid any transfer and other similar taxes required by reason of the payment of the Merger Consideration payable upon to a Person other than the surrender registered holder of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates Certificate or Book-Entry Shares Share surrendered or shall have established to the reasonable satisfaction of the Surviving Corporation or the Paying Agent that such tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share (other than Certificates representing Company Common Stock held by the Company, Parent, Merger Sub or any Subsidiary of the Company, Parent or Merger Sub) shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article II, without interest.

Payment Procedures. Promptly following (i) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver written instruction to its transfer agent (the “Transfer Agent”), with a copy to Acquiror, directing the Transfer Agent to (A) cancel all electronic certificates or other book-entry entitlements representing shares of Company Capital Stock (the “Company Book-Entries”), such cancellation to be effective as of the Effective Time, Parent and Merger Sub (B) at the Closing, deliver to Acquiror and the Payment Agent written confirmation from the Transfer Agent of the cancellation of all Company Book-Entries, effective as of the Effective Time (the “Cancellation Certificate”). (ii) Within five (5) Business Days following the Closing Date, to the extent not previously mailed or otherwise delivered by the Company or any other Person, Acquiror or the Payment Agent shall mail or otherwise deliver a letter of transmittal in the form attached hereto as Exhibit E (the “Letter of Transmittal”) to each non-Withholding Securityholder at the address or e-mail address set forth opposite each such Person’s name on the Payment Spreadsheet. (iii) After receipt by the Payment Agent of a duly completed Letter of Transmittal, applicable tax forms, and any other documents that Acquiror or the Payment Agent may reasonably require in connection therewith, and any original certificate representing shares of Company Capital Stock if such shares are certificated (a “Company Stock Certificate”), and, in the case of a Warrantholder, an executed Warrant Cancellation Agreement (collectively, the “Exchange Documents”), Acquiror shall cause the Payment Agent to mail pay to each holder of record (such Securityholder, as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”)case may be, which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for therefor, the Merger Consideration then-payable in respect thereof to such Person pursuant to Section 1.3 for such surrendered Company Securities, as applicable. Any Company Stock Certificates surrendered pursuant to this Section 2.3(e) shall be cancelled. No portion of the provisions of this Article II. Upon (i) surrender of Certificates for cancellation Merger Consideration shall be paid or payable to any Stockholder, Optionholder that is a non-Withholding Securityholder, or Warrantholder until such Person delivers to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed Exchange Documents, including, if applicable, a Company Stock Certificate, in accordance with the instructions theretoterms and conditions hereof. Further, or (ii) receipt no portion of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration shall be paid or payable in respect of each any shares of Company Share formerly Capital Stock represented by such Certificate or Company Book-Entry Share pursuant to the provisions of this Article II, Entries until Acquiror and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as have received the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesCancellation Certificate. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from From and after the Effective Time, to all Company Stock Certificates and Company Book-Entries shall, for all corporate purposes, evidence only the ownership of the right to receive the Merger Consideration payable in respect thereof cash (if any) into which such Company Securities shall have been converted pursuant to the provisions terms of this Article IIAgreement.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, Parent shall, and Merger Sub shall cause the Payment Surviving Corporation to, cause the Paying Agent to mail deliver to each record holder of record (of, as of immediately prior to the Effective Time) of a , an outstanding certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which that immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Canceled Company Shares and Dissenting Company Shares) (ithe “Certificates”) a letter of transmittal in the Paying Agent’s customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Payment AgentPaying Agent and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer for payment of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant Consideration. (ii) Upon surrender to the provisions Paying Agent of this Article II. Upon (i) surrender a Certificate, delivery of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, a duly completed and validly executed in accordance with the instructions theretoLetter of Transmittal, or (ii) receipt of an “agent’s message” and such other customary documents as may be reasonably required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares Certificate shall be entitled to receive, and Parent shall cause the Payment Agent to pay, promptly receive in exchange therefor the Merger Consideration payable in respect of each Company Share the number of shares formerly represented evidenced by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicesCertificate. No interest shall be paid or accrued for the benefit of holders of the Certificates on the Merger Consideration or on any unpaid dividends and other distributions payable in respect of the Certificates. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any applicable transfer and other Taxes and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration payable in respect of such shares of Company Common Stock, subject to the Surviving Corporation’s obligation to pay any dividends or other distributions with a record date prior to the Effective Time that may have been authorized by the Company (subject to this Agreement) and which remain unpaid at the Effective Time. (iii) As soon as reasonably practicable after the Effective Time, but in no event more than three Business Days after the Closing Date, Parent shall, and shall cause the Surviving Corporation to, cause the Paying Agent to exchange any shares of Company Common Stock outstanding as of immediately prior to the Effective Time represented by book-entry (“Book-Entry Shares”) in accordance with the Paying Agent’s customary procedures with respect to securities represented by book entry; provided that the payment of the Merger Consideration with respect to Book-Entry Shares shall only be made to the person in whose name such Book-Entry Shares are registered. No interest shall be paid or accrued for the benefit of holders of Book-Entry Shares on the Merger Consideration or on any unpaid dividends and other distributions payable upon in respect of the surrender of such Certificates or transfer of Certificates. Until exchanged as contemplated by this Section 3.3(b)(iii), each Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such exchange the Merger Consideration payable in respect thereof pursuant of such shares of Company Common Stock, subject to the provisions of Surviving Corporation’s obligation to pay any dividends or other distributions with a record date prior to the Effective Time that may have been authorized by the Company (subject to this Article IIAgreement) and which remain unpaid at the Effective Time.

Payment Procedures. (i) Promptly following after the Effective Time (but no later than three (3) Business Days after the Effective Time), Parent and Merger Sub shall cause the Payment Exchange Agent to will mail to each holder of record (as of a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time) of Time (a certificate or certificates (the “CertificatesCertificate”) or non-certificated and to each holder of uncertificated shares of Company Shares Common Stock represented by book-book entry immediately prior to the Effective Time (“Book-Entry Shares”), which immediately prior in each case, whose shares were converted into the right to receive the Effective Time represented outstanding Company Shares Merger Consideration pursuant to Section 2.01(a): (other than Canceled Company Shares and Dissenting Company Shares) (i1) a letter of transmittal in customary form (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon proper delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Agent) Exchange Agent in accordance with the procedures set forth in the letter of transmittal and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (ii2) instructions for use in effecting the surrender of the such Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in with respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent shares. (ii) Upon surrender to, and acceptance in accordance with Section 2.03(b)(iii) by, the Exchange Agent of a Certificate or agents as may be appointed by Parent, Book-Entry Share together with such the letter of transmittal, if applicable, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall holder thereof will be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each the number of shares of Company Share Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of surrendered under this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. Agreement. (iii) The Payment Exchange Agent shall will accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Exchange Agent may impose to effect an orderly exchange thereof of the Certificates and Book-Entry Shares in accordance with normal customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.03, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a). No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender shares of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Company Common Stock represented by Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIShares.

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time, but in no event more than two (2) Business Days after the Closing Date, Parent and Merger Sub shall cause the Payment Exchange Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time, of (A) of shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or non-certificated (B) shares of Company Shares Common Stock represented by book-entry (“Book-Entry Shares”), in each case, which immediately prior shares were converted into the right to receive the Merger Consideration at the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) Time, a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Exchange Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration payable set forth in respect thereof pursuant Section 3.1(b)(i). (ii) Upon surrender to the provisions Exchange Agent of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may be reasonably required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesExchange Agent, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in uncertificated book-entry form unless a physical certificate is requested by such holder) representing, in the Merger Consideration aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 3.1 (after taking into account all shares of Company Common Stock then held by such holder) and (B) a check in the amount equal to the cash payable in respect lieu of each Company Share formerly represented by such Certificate or Book-Entry Share any fractional shares of Parent Common Stock pursuant to the provisions of this Article II, Section 3.3(h) and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms dividends and conditions as the Payment Agent may impose other distributions pursuant to effect an orderly exchange thereof in accordance with normal exchange practicesSection 3.3(g). No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable in respect thereof of such shares of Company Common Stock, cash in lieu of any fractional shares of Parent Common Stock to which such holder is entitled pursuant to the provisions of this Article IISection 3.3(h) and any dividends or other distributions to which such holder is entitled pursuant to Section 3.3(g).

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail deliver: (A) to each holder of record (holder, as of immediately prior to the Effective Time, of (1) of a an outstanding certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Canceled the "Certificates") or (2) shares of Company Shares and Dissenting Company Common Stock represented by book-entry ("Book-Entry Shares) (i) "), a customary letter of transmittal in customary form ("Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Merger Consideration payable in respect thereof Option Consideration; and (C) to each holder of a Performance Unit as of the Effective Time a notice setting forth such holders' rights pursuant to the provisions of this Article II. Agreement. (ii) Upon (i) surrender of Certificates for cancellation to the Payment Paying Agent of a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may be reasonably required by the Payment Agent (Surviving Corporation or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect of for each Company Share share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, Shares and the Certificates so surrendered such Certificate or Bookbook-Entry Shares so transferred entry shall forthwith then be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, 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 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 surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.6(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable as contemplated by this ARTICLE II. (iii) Upon cancellation of a Company Stock Option, together with the delivery of the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in respect thereof exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of this Article IISection 2.3.

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time (and in no event later than three (3) Business Days after the Effective Time), Parent and Merger Sub or the Surviving Corporation shall cause the Payment Paying Agent to mail to each holder of record (as of Person that was, immediately prior to the Effective Time) , a holder of a certificate or record of Company Shares represented by certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately Company Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to this Agreement: (A) a letter of transmittal, which shall be in a customary form reasonably acceptable to the Company and Parent prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent, shall have a customary release of all claims against Parent, Merger Sub and the Company arising out of or related to such holder’s ownership of Company Shares and shall otherwise be in such form as Parent and the Paying Agent shall reasonably agree upon (a “Letter of Transmittal”) and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer affidavits of Book-Entry Shares loss in lieu thereof) in exchange for payment of the Merger Consideration payable in respect thereof pursuant Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the provisions reasonable approval of this Article IIthe Company prior to the Effective Time. Upon (i) surrender of Certificates for cancellation a Certificate (or affidavit of loss in lieu thereof) to the Payment Paying Agent or to such other agent or agents as may be appointed in writing by Parent▇▇▇▇▇▇ Sub, together with such letter and upon delivery of transmittala Letter of Transmittal, duly completed executed and validly executed in proper form, with respect to such Certificates, the holder of the Company Shares represented by such Certificates as of immediately prior to the Effective Time shall be entitled to receive the Merger Consideration for each such Company Share formerly represented by such Certificates (subject to any required Tax withholdings as provided in Section 2.8(e)), and any Certificate so surrendered shall forthwith be canceled. If payment of the Merger Consideration is to be made to a Person other than the Person in whose name any surrendered Certificate is registered, it shall be a condition precedent of payment that the Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer, and the Person requesting such payment shall have paid any Transfer Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder in whose name the Certificate so surrendered is registered and shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not required to be paid. No interest will be paid or accrued on any amount payable upon due surrender of the Certificates. Until surrendered as contemplated hereby, each Certificate shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by this Agreement, except for Certificates representing any Dissenting Company Shares, which shall represent the right to receive payment of the fair value of such Company Shares in accordance with and to the instructions theretoextent provided by Section 262 of the DGCL, or any Canceled Company Shares. (ii) Notwithstanding anything to the contrary contained in this Agreement, no holder of non-certificated Company Shares represented by book-entry (“Book-Entry Shares”) shall be required to deliver a Certificate or, in the case of holders of Book-Entry Shares held through The Depository Trust Company immediately prior to the Effective Time, an executed Letter of Transmittal to the Paying Agent, to receive the Merger Consideration that such holder is entitled to receive pursuant to the terms hereof. In lieu thereof, each holder of record of one (1) or more Book-Entry Shares held through The Depository Trust Company immediately prior to the Effective Time whose Company Shares were converted into the right to receive the Merger Consideration shall upon the Effective Time, in accordance with The Depository Trust Company’s customary procedures (including receipt by the Paying Agent of an “agent’s message” by the Payment Agent (or such other evidence, if any, evidence of the transfer or surrender as the Payment Paying Agent may reasonably request)) in and such other procedures as agreed by the case of a transfer of Book-Entry SharesCompany, Parent, the holders of such Certificates or Book-Entry Shares shall Paying Agent and The Depository Trust Company, be entitled to receive, and Parent shall cause the Payment Paying Agent to paypay and deliver to The Depository Trust Company or its nominee, for the benefit of the holder of such Book-Entry Shares held through it immediately prior to the Effective Time, as promptly as practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration for each such Book-Entry Share (subject to any required Tax withholdings as provided in Section 2.8(e)) and such Book-Entry Shares of such holder shall forthwith be canceled. As soon as practicable after the Effective Time (and in no event later than five (5) Business Days after the Effective Time), the Surviving Corporation shall cause the Paying Agent to mail to each Person that was, immediately prior to the Effective Time, a holder of record of Book-Entry Shares not held through The Depository Trust Company (A) a Letter of Transmittal and (B) instructions for returning such Letter of Transmittal in exchange for the Merger Consideration, the forms of which Letter of Transmittal and instructions shall be subject to the reasonable approval of the Company prior to the Effective Time. Upon delivery of such Letter of Transmittal, in accordance with the terms of such Letter of Transmittal, duly executed and in proper form, the holder of such Book-Entry Shares immediately prior to the Effective Time shall be entitled to receive in exchange therefor the Merger Consideration payable in respect of Consideration, for each Company Share formerly represented by such Certificate or Book-Entry Share pursuant (subject to the provisions of this Article IIany required Tax withholdings as provided in Section 2.8(e)), and the Certificates so surrendered or such Book-Entry Shares so transferred surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant with respect to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall only be made to the Person in whose name such Book-Entry Shares are registered immediately prior to the Effective Time. No interest will be paid or accrued on any amount payable upon due surrender of Book-Entry Shares. Until paid or surrendered as contemplated hereby, each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable as contemplated by this Agreement, except for Book-Entry Shares representing Dissenting Company Shares, which shall be deemed to represent the right to receive payment in respect thereof pursuant accordance with and to the provisions extent provided by Section 262 of this Article IIthe DGCL, or Canceled Company Shares.

Payment Procedures. Promptly (i) As promptly as practicable after the Effective Time, but in any event no later than five (5) Business Days following the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Merger Consideration pursuant to Section 3.01(a): (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal (which shall be in customary form (which for a company incorporated in the British Virgin Islands reasonably acceptable to Parent and the Company and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent) and (iiB) instructions for use in effecting the surrender of share certificates, if any, representing the Shares (the “Certificates”) pursuant to such letter of transmittal (or affidavits and indemnities of loss in lieu of the Certificates as provided in Section 3.02(g)). Promptly after a Dissenting Shareholder has effectively withdrawn or transfer of Book-Entry Shares in exchange for lost his, her or its rights to dissent from the Merger Consideration payable in respect thereof pursuant and to receive payment of the fair value of its Dissenting Shares under the BVI Companies Act, the Parent shall cause the Paying Agent to mail to such Dissenting Shareholder such letter of transmittal and instructions. As soon as practicable after the Effective Time, Parent shall also cause the Paying Agent to deliver to the provisions Surviving Corporation a cash amount in immediately available funds sufficient to make the payments described under Section 3.03 and the Surviving Corporation shall make such payments to the Persons entitled to receive such amounts through its payroll, subject to all applicable income and employment Taxes and other authorized deductions. (ii) Subject to the surrender to the Paying Agent (where applicable) of this Article II. Upon an issued Certificate (ior affidavits and indemnities of loss in lieu of the Certificates as provided in Section 3.02(g)) surrender of Certificates for cancellation to (in the Payment Agent or to such case of Shares (other agent or agents as may be appointed than Excluded Shares) represented by Parent, together with a Certificate) and such letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, or (iiA) receipt each registered holder of Shares represented by such Certificate shall be entitled to receive a cheque in exchange therefor an “agent’s message” amount equal to (x) the number of Shares (other than Excluded Shares) represented by the Payment Agent such Certificate (or such other evidence, if any, affidavit and indemnity of loss in lieu of the transfer Share Certificate as provided in Section 3.02(g)) multiplied by (y) the Payment Agent may reasonably requestMerger Consideration, and any Certificate so surrendered shall forthwith be marked as cancelled and (B) each registered holder of Shares which are not represented by a Certificate (the “Uncertificated Shares”) shall be entitled to receive a cheque in exchange therefor an amount equal to (x) the case number of Uncertificated Shares (other than the Excluded Shares) multiplied by (y) the Merger Consideration. In the event of a transfer of Book-Entry Sharesownership of Shares that is not registered in the register of members of the Company, a cheque for any cash to be exchanged upon due surrender of the holders of Certificate may be issued to such transferee if the Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant (if any) which immediately prior to the provisions of this Article IIEffective Time represented such Shares are presented to the Paying Agent, accompanied by all documents reasonably required to evidence and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept effect such Certificates or Book-Entry Shares upon compliance with such reasonable terms transfer and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be evidence that any applicable share transfer taxes have been paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIare not applicable.

Payment Procedures. (i) Promptly following the Effective TimeTime (and in any event within three (3) Business Days), Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail or otherwise disseminate to each holder of record (other than holders of Excluded Shares), as of immediately prior to the Effective Time, of (A) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares and (other than Canceled B) uncertificated Company Shares and Dissenting (the “Uncertificated Shares”), in each case, whose Company Shares) Shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.7 (ix) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent) and ), and/or (iiy) instructions for use in effecting the surrender of the Certificates (or transfer affidavits and indemnities of Book-Entry loss (if required by the Paying Agent) in lieu of the Certificates as provided in Section 2.11) and Uncertificated Shares in exchange for the Per Share Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor a check in an amount equal to (x) the Merger Consideration payable in respect number of each Company Share formerly Shares represented by such Share Certificate (or Book-Entry affidavit and indemnity of loss (if required by the Paying Agent) in lieu of the Share Certificate as provided in Section 2.11) multiplied by (y) the Per Share Merger Consideration to which the holder thereof is entitled pursuant to the provisions of this Article IISection 2.7(a)(ii), and the Certificates so surrendered or Book-Entry shall forthwith be canceled. Upon receipt by the Paying Agent of confirmation by the Company that the Uncertificated Shares so transferred have been canceled, the holders of such Uncertificated Shares shall be entitled to receive in exchange for the cancellation of such Uncertificated Shares a check in an amount equal to (x) the number of such Uncertificated Shares multiplied by (y) the Per Share Merger Consideration to which the holder thereof is entitled pursuant to Section 2.7(a)(ii), and the Uncertificated Shares shall forthwith be canceled. The Payment Paying Agent shall accept such Certificates or Book-Entry and such confirmation by the Company with respect to the Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferredsurrendered, outstanding Certificates or Book-Entry and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Per Share Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II. (ii) Prior to the Effective Time, Parent and the Company shall establish procedures with the Paying Agent and the Depositary to ensure that (A) the Paying Agent will transmit to the Depositary at the Effective Time an amount in cash in immediately available funds equal to the product of (x) the number of ADSs issued and outstanding immediately prior to the Effective Time (other than ADSs representing Excluded Shares) and (y) the Per ADS Merger Consideration; and (B) the Depositary will distribute the Per ADS Merger Consideration to ADS holders pro rata to their holdings of ADSs (other than ADSs representing Excluded Shares) upon surrender by them of the ADSs. The Surviving Corporation will pay any applicable fees, charges and expenses of the Depositary and government charges (other than withholding Taxes if any) due to or incurred by the Depositary in connection with distribution of the Per ADS Merger Consideration to ADS holders (other than the ADS cancellation fee, which shall be paid pursuant to the Deposit Agreement). No interest shall be paid or accrued for the benefit of holders of the Certificates, Uncertificated Shares or ADSs on the Per Share Merger Consideration or the Per ADS Merger Consideration, as applicable, payable in respect thereof pursuant to this Section 2.8.

Payment Procedures. (i) Promptly following after the Effective Time (but no later than two (2) Business Days after the Effective Time), Parent and Merger Sub shall cause the Payment Paying Agent to will mail to each holder of record (as of a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time) of Time (a certificate or certificates (the “CertificatesCertificate”) or non-certificated and to each holder of uncertificated shares of Company Shares Common Stock represented by book-book entry immediately prior to the Effective Time (“Book-Entry Shares”), which immediately prior in each case, whose shares were converted into the right to receive the Effective Time represented outstanding Company Shares Merger Consideration pursuant to Section 2.01(a)(ii): (other than Canceled Company Shares and Dissenting Company Shares) (i1) a letter of transmittal in customary form (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Agent) Paying Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (ii2) instructions for use in effecting the surrender of the such Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in with respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parentshares. (ii) Upon surrender to, together with such letter of transmittal, duly completed and validly executed acceptance in accordance with Section 2.02(b)(iii) by, the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates Certificate or Book-Entry Shares shall Share, the holder thereof will be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each the number of shares of Company Share Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of surrendered under this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. Agreement. (iii) The Payment Paying Agent shall will accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof of the Certificates and Book-Entry Shares in accordance with normal customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate of Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a)(ii). No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender shares of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Company Common Stock represented by Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIShares.

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

Payment Procedures. Promptly (i) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth business day following the Effective Time, Parent and Merger Sub the Paying Agent shall cause the Payment Agent to mail to each holder of record of Company Common Stock (as of immediately prior including Restricted Stock) whose Company Common Stock was converted into the right to receive the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”Merger Consideration pursuant to Section 2.1(a), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares shall pass, only upon proper delivery of the Certificates (or transfer effective affidavits of the loss in lieu thereof) or Book-Entry Shares to the Payment AgentPaying Agent and shall be in such form and have such other provisions as Parent and the Company shall reasonably determine) and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Consideration. (ii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent or, in the case of Restricted Stock, to the Surviving Corporation or to such other agent or agents as may be appointed by Parentthe Subsidiary of the Surviving Corporation that employs the applicable holder of Restricted Stock, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other documents as may customarily be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor a check in an amount equal to the Merger Consideration payable in respect product of each (x) the number of shares of Company Share formerly Common Stock represented by such holder’s properly surrendered Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares multiplied by (y) the Merger Consideration. No interest will be paid or accrued on any amount payable upon due surrender of Certificates or Book-Entry Shares. In the event of a transfer of ownership of shares of Company Common Stock (other than Restricted 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 or Book-Entry Share Shares may be paid to such a transferee if the Certificate or Book-Entry Shares formerly representing such shares of Company Common Stock is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer or other Taxes have been paid or are not applicable. (iii) As soon after the Closing Date as shall be practicable and, in any event, no later than the first payroll date at least five (5) business days following the Effective Time, Parent shall cause to be paid by the Surviving Corporation (or the Subsidiary of the Surviving Corporation that employs the applicable holder of a Company Stock Option or a Restricted Stock Unit) to each holder of a Company Stock Option or a Restricted Stock Unit (whether or not then vested or exercisable) the amount due and payable to such holder pursuant to Section 2.3(a) hereof in respect of such Company Stock Option or such Restricted Stock Unit. (iv) No later than the first payroll date at least five (5) business days following the later of (x) the Effective Time and (y) the surrender to the Surviving Corporation (or the Subsidiary of the Surviving Corporation that employs the applicable holder of Restricted Stock) of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares evidencing Restricted Stock pursuant to the provisions of this Article II, Parent shall cause to be paid by the Surviving Corporation (or the Subsidiary of the Surviving Corporation that employs the applicable holder of Restricted Stock) to each such holder of Restricted Stock (whether or not then vested or exercisable) the product of the Merger Consideration pursuant to Section 2.1(a) and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith number of such holder’s shares of Restricted Stock, in exchange for all of the holder’s shares of Restricted Stock immediately prior to the Effective Time (other than shares to be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof canceled in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from 2.1(c) and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIAppraisal Shares).

Payment Procedures. Promptly following after the Effective TimeTime (but in no event more than two Business Days thereafter), Parent and Merger Sub the Surviving Company shall cause the Payment Paying Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) Former Holder (i) a letter of transmittal in customary form and substance reasonably satisfactory to Parent and Shareholders’ Representative (which shall specify that delivery shall be effectedinclude, and risk of loss and title among other things, an executed consent to the Certificates shall pass, only upon delivery appointment of the Certificates or transfer Shareholders’ Representative, a release in favor of the Book-Entry Company and its Subsidiaries and customary representations and warranties, including with respect to ownership of the Company Common Shares to the Payment Agentand Options, as applicable, free and clear of all Liens) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) surrender of Certificates for cancellation to the Payment Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or to such other agent or agents evidence, if any, of transfer as the Paying Agent may be appointed by Parentreasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent), the holders Former Holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor therefor, subject to any required withholding taxes, such Former Holder’s allocable portion of Aggregate Merger Consideration, without interest, for each Company Common Share surrendered in accordance with this Agreement. If any payment of a Former Holder’s allocable portion of the Aggregate Merger Consideration payable is to be made to a Person other than the Person in respect of each Company Share formerly represented by such Certificate or whose name the surrendered Book-Entry Share pursuant in exchange therefor is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other taxes required by reason of the payment of such Former Holder’s allocable portion of the Aggregate Merger Consideration to a Person other than the provisions registered holder of this Article II, and the Certificates so surrendered or such Book-Entry Shares so transferred Share surrendered or shall forthwith be canceledhave established to the reasonable satisfaction of the Surviving Company that such tax either has been paid or is not applicable. The Payment Agent shall accept such Certificates or Until surrendered as contemplated by this Section 2.3(b), each Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the allocable portion of the Aggregate Merger Consideration payable in respect thereof pursuant attributable to the provisions of such Book-Entry Share as contemplated by this Article II, without interest.

Payment Procedures. Promptly following (i) As promptly as practicable after the Effective Time, Parent and Merger Sub Investment shall cause the Payment Paying Agent to mail to each Person who was, at the Effective Time, a holder of record of Shares entitled to receive the Cash Merger Consideration pursuant to Section 2.1(a): (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall be in a form determined by Investment) and shall specify that delivery shall be effected, and risk of loss and title to the Certificates Shares entitled to receive the Cash Merger Consideration shall pass, only upon proper delivery of the Certificates or transfer of the Book-Entry such Shares to the Payment Paying Agent) and (iiB) instructions for use in effecting the surrender of share certificates, if any, representing the Shares (the “Certificates”) pursuant to such letter of transmittal (or affidavits and indemnities of loss in lieu of the Certificates as provided in Section 2.3(f)). Promptly after a Dissenting Shareholder (as defined below) has effectively withdrawn or transfer of Book-Entry Shares in exchange for lost his, her or its rights to dissent from the Merger Consideration payable in respect thereof pursuant and to receive payment of the fair value of its Dissenting Shares under the Act, Investment shall cause the Paying Agent to mail to such Dissenting Shareholder such letter of transmittal and instructions. (ii) Subject to the provisions surrender to the Paying Agent (where applicable) of this Article II. Upon an issued certificate (ior affidavits and indemnities of loss in lieu of the Certificates as provided in Section 2.3(g)) surrender of Certificates for cancellation (in the case of Shares entitled to receive the Payment Agent or to such other agent or agents as may be appointed Cash Merger Consideration represented by Parent, together with a certificate) and such letter of transmittal, duly properly completed and validly executed in accordance with the instructions thereto, or (iiA) receipt each registered holder of such Shares represented by such Certificate shall be entitled to receive a check in exchange therefor an “agent’s message” amount equal to (x) the number of Shares entitled to receive the Cash Merger Consideration represented by the Payment Agent such certificate (or such other evidence, if any, affidavit and indemnity of loss in lieu of the transfer Share Certificate as provided in Section 2.3(f)) multiplied by (y) the Payment Agent may reasonably requestCash Merger Consideration per Share, and any certificate so surrendered shall forthwith be marked as cancelled and (B) each registered holder of such Shares that are not represented by a certificate (the “Uncertificated Shares”) shall be entitled to receive a check in exchange therefor an amount equal to (x) the case number of Uncertificated Shares multiplied by (y) the Cash Merger Consideration per Share. In the event of a transfer of Book-Entry Sharesownership of Shares that is not registered in the register of members of the Company, a check for any cash to be exchanged upon due surrender of the holders of certificate may be issued to such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause transferee if the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant certificates (if any) which immediately prior to the provisions of this Article IIEffective Time represented such shares are presented to the Paying Agent, accompanied by all documents reasonably required to evidence and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept effect such Certificates or Book-Entry Shares upon compliance with such reasonable terms transfer and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be evidence that any applicable share transfer taxes have been paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIare not applicable.

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time, Parent and Merger Sub shall cause the Payment Paying Agent to mail deliver: (A) to each holder of record (holder, as of immediately prior to the Effective Time, of (1) of a an outstanding certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock (other than Canceled the "Certificates") or (2) shares of Company Shares and Dissenting Company Common Stock represented by book-entry ("Book-Entry Shares) (i) "), a customary letter of transmittal in customary form ("Letter of Transmittal") (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares Shares, the surrender of such shares, for payment of the Merger Consideration set forth in Section 2.1(b)(i); (B) to each holder of a Company Stock Option as of the Effective Time (1) an Option Surrender Agreement, and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Merger Consideration payable in respect thereof Option Consideration; and (C) to each holder of a Performance Unit as of the Effective Time a notice setting forth such holders’ rights pursuant to the provisions of this Article II. Agreement. (ii) Upon (i) surrender of Certificates for cancellation to the Payment Paying Agent of a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may be reasonably required by the Payment Agent (Surviving Corporation or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect of for each Company Share share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, Shares and the Certificates so surrendered such Certificate or Bookbook-Entry Shares so transferred entry shall forthwith then be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to an individual, partnership, limited liability company, corporation, joint stock company, trust, estate, joint venture, 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 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 surrendered or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by this Section 2.6(b)(ii), each Certificate and each Book-Entry Share shall, subject to Section 2.2, be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Merger Consideration payable as contemplated by this ARTICLE II. (iii) Upon cancellation of a Company Stock Option, together with the delivery of the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to receive in respect thereof exchange therefor the amount of cash which such holder has the right to receive pursuant to the provisions of this Article IISection 2.3.

Payment Procedures. Promptly following (a) Prior to the Effective TimeDate, Parent and shall select a Payment Agent, which shall be Parent's Transfer Agent or such other person or persons reasonably satisfactory to the Company, to act as Payment Agent for the Merger Sub (the "Payment Agent"). (b) As soon as practicable after the Effective Date (but in no event more than five days thereafter), Parent shall cause instruct the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated evidencing shares of Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares Common Stock (other than Canceled Company Shares and Dissenting Company Shares, as defined in Section 3.3) (i"Certificates") (A) a letter of transmittal in customary form (which shall include a Substitute Form W-9 and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (iiB) instructions for use in effecting to effect the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions Consideration. Each holder of this Article II. Upon (i) Company Common Stock, upon surrender of Certificates for cancellation to the Payment Agent or to of such other agent or agents as may be appointed by Parent, together holder's Certificates with such the letter of transmittal, duly completed executed, and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidencecustomary documents as may be required pursuant to such instructions, if anyshall be paid the amount to which such holder is entitled, pursuant to this Amended and Restated Agreement, of the transfer cash as the Payment Agent may reasonably request) in the case payment of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No (without any interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7thereon). Until so surrendered or transferredsurrendered, outstanding Certificates or Book-Entry Shares each Certificate shall be deemed from and after the Effective Time, to evidence Date represent for all purposes only the right to receive the Merger Consideration payable Consideration. In the event any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a bond in such reasonable amount as the Surviving Corporation may direct as indemnity against any claim that may be made against it with respect thereof to (c) At the Closing of the transactions contemplated by this Amended and Restated Agreement (the "Closing"), Parent shall deposit in trust with the Payment Agent, for the ratable benefit of the holders of Company Common Stock, the appropriate amount of cash to which such holders are entitled pursuant to this Amended and Restated Agreement for payment of the provisions Merger Consideration (the "Payment Fund"). The Payment Agent shall, pursuant to irrevocable instructions, make the payments to the holders of Company Common Stock as set forth in this Amended and Restated Agreement. (d) If any delivery of the Merger Consideration is to be made to a person other than the registered holder of the Certificates surrendered in exchange therefor, it shall be a condition to such delivery that the Certificate so surrendered shall be properly endorsed or be otherwise in proper form for transfer and that the person requesting such delivery shall (i) pay to the Payment Agent any transfer or other taxes required as a result of 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 Article IISection shall have no further claim upon the Payment Agent and shall thereafter look only to Parent for payment of the Merger Consideration. (f) If a Certificate has not been surrendered prior to the date on which any receipt of Merger Consideration would otherwise escheat to or become the property of any governmental agency, such Certificate shall, to the extent permitted by applicable law, be deemed to be canceled and no money or other property will be due to the holder thereof. (g) The Payment Agent may invest cash in the Payment Fund, as directed by Parent, on a daily basis, provided that all such investments shall be in obligations of or guaranteed by the United States of America with remaining maturities not exceeding 180 days, in commercial paper obligations receiving the highest rating from either ▇▇▇▇▇'▇ Investors Services, Inc. or Standard & Poor's Corporation, or in certificates of deposit or banker's acceptances of commercial banks with capital exceeding $500 million (collectively, "Permitted Investments"). The maturities of Permitted Investments shall be such as to permit the Payment Agent to make prompt payment to former stockholders of the Company entitled thereto as contemplated by this Section. Parent shall promptly replenish the Payment Fund to the extent of any losses incurred as a result of Permitted Investments. Any interest and other income resulting from such investments shall be paid to Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Company Common Stock shall be entitled under this Amended and Restated Agreement, Parent shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose not specifically provided for in this Amended and Restated Agreement.

Payment Procedures. Promptly following (i) As soon as reasonably practicable after the Effective Time, and in any event not later than the third Business Day following the Closing Date, Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail be mailed to each holder of record (record, as of the Effective Time, of a certificate or certificates that immediately prior to the Effective Time) of a certificate or certificates Time represented outstanding Common Shares (the “Certificates”) or non-certificated Company outstanding Common Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates (or transfer effective affidavits of the loss in lieu thereof) or Book-Entry Shares to the Payment Paying Agent) and (iiB) instructions for use in effecting the surrender of the Certificates (or transfer effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to Consideration. The form of the provisions letter of this Article II. transmittal and instructions shall be reasonably agreed upon by Parent and the Company. (ii) Upon (i) surrender of Certificates for cancellation (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Payment Agent or to such other agent or agents as may be appointed by ParentPaying Agent, together with such a letter of transmittal, transmittal duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other documents as may customarily be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent, the holders holder of such Certificates or Book-Entry Shares shall be entitled to receivereceive in exchange therefor, and Parent the Paying Agent shall cause promptly distribute to such holder, a check in an amount equal to the Payment Agent to pay, in exchange therefor product of (x) the Merger Consideration payable in respect number of each Company Share formerly Common Shares represented by such Certificate holder’s properly surrendered Certificates (or Book-Entry Share pursuant to the provisions effective affidavits of this Article II, and the Certificates so surrendered loss in lieu thereof) or Book-Entry Shares so transferred shall forthwith and (y) the Merger Consideration. No interest will be canceled. The Payment Agent shall accept such 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 Common Shares that is not registered in the transfer records of the Company, a check for any cash to be paid upon compliance due surrender of the Certificate may be paid to such a transferee if the Certificate formerly representing such Common Shares is presented to the Paying Agent, accompanied by all documents required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid. (iii) Notwithstanding any other provision in this Agreement, Parent, Merger Sub, the Surviving Corporation and the Paying Agent shall be entitled to deduct and withhold from the consideration otherwise payable under this Agreement (whether pursuant to the Offer, the Merger or otherwise) to any holder of Shares such amounts as are required to be withheld or deducted under the Code or any provision of any applicable Law relating to Taxes with respect to the making of such reasonable terms and conditions as payment. To the Payment Agent may impose extent that any amounts are so withheld or deducted, such withheld or deducted amounts shall be paid over to effect an orderly exchange thereof the applicable Governmental Entity in accordance with normal exchange practices. No interest shall be applicable Law and treated for all purposes of this Agreement as having been paid or accrued for to the benefit of holders holder of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIwhich such deduction and withholding was made.

Payment Procedures. Promptly (i) As soon as reasonably practicable following the Effective TimeClosing, Parent and Merger Sub shall cause or the Payment Agent to shall mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) email a letter of transmittal in customary a form to be mutually agreed between the parties (which shall specify that delivery shall be effected, and risk the “Letter of loss and title Transmittal”) to each Stockholder at the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to address set forth opposite each such Person’s name on the Payment Agent) and Spreadsheet. (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to After receipt by the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such of a letter of transmittal, a Founder Consideration Holdback Agreement (solely for the Founders) and any other documents (including IRS Form W-9 or appropriate IRS Form W-8, as applicable, solicited as part of the Letter of Transmittal) that Parent or the Payment Agent may reasonably require in connection therewith (the “Exchange Documents”), duly completed and validly executed in accordance with the instructions theretothereto and the original certificate representing shares of Company Capital Stock (a “Company Stock Certificate”), or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, pay to the holder of such Company Stock Certificate in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share thereto pursuant to Section 1.3(b)(i) (less the provisions cash and stock amounts to be retained by Escrow Agent as Escrow Amount and the cash amount to be deposited in the Representative Expense Fund on such holder’s behalf pursuant to Section 2.3(b)(ii) and 2.3(b)(iii), respectively, and subject in the case of this Article IIthe Founders to their Founder Consideration Holdback Agreements), and the Certificates Company Stock Certificate so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicescancelled. No interest portion of the Merger Consideration shall be paid or accrued for payable to the benefit holder of holders any Company Stock Certificate until the holder of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender record of such Certificates or transfer Company Stock Certificate shall surrender such Company Stock Certificate and validly executed Exchange Documents in accordance with the terms and conditions hereof. (iii) Within one full payroll period following the Effective Time (or, in the case of Book-Entry Shares any distribution made pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and 1.3(c) after the Effective Time, within one full payroll period following the date of such distribution) subject to evidence only Section 2.4, Parent shall cause the right Surviving Company to receive pay: (x) to each holder of Non-Employee Options, the Merger Consideration payable in applicable amount required to be paid pursuant to Section 1.3(c), with respect thereof to such holder’s Non-Employee Options, through the Surviving Company’s accounts payable, and (y) to each holder of Employee Options, the applicable amount required to be paid pursuant to Section 1.3(c), with respect to such holder’s Employee Options, pursuant to the provisions Surviving Company’s standard payroll procedures; provided, however, that payments of this Article IIthe Representative Expense Amount in respect of Employee Options shall be made directly by the Surviving Company (and not through its payroll).

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time, but in no event more than two (2) Business Days after the Closing Date, Parent and Merger Sub shall cause the Payment Exchange Agent to mail deliver to each holder of record (holder, as of immediately prior to the Effective Time, of (A) of shares represented by a certificate or certificates that immediately prior to the Effective Time represented shares of Company Common Stock (the “Certificates”) or non-certificated (B) shares of Company Shares Common Stock represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (in each case other than Canceled Company Cancelled Shares and Dissenting Company or Converted Shares) (i) , a letter of transmittal in customary form (“Letter of Transmittal”) (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Exchange Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and which shall be in a customary form and agreed to by Parent and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares in exchange Shares, the surrender of such shares, for payment of the Merger Consideration payable set forth in respect thereof pursuant Section 3.1(a)(i). (ii) Each holder of a share of Company Common Stock that has been converted into a right to receive the Merger Consideration, upon surrender to the provisions Exchange Agent of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent a Certificate or to such other agent or agents as may be appointed by Parenta Book-Entry Share, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may be reasonably required by the Payment Agent Exchange Agent, shall be entitled to receive in exchange therefor (A) one or more shares of Parent Common Stock (which shall be in noncertificated book-entry form unless a physical certificate is requested by such other evidenceholder) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, of that such holder has the transfer as the Payment Agent may reasonably requestright to receive pursuant to Section 3.1(a)(i) and (B) a check in the case amount of a transfer of Book-Entry Shares, the holders of such Certificates any cash payable for dividends or Book-Entry Shares shall be entitled other distributions pursuant to receive, Section 3.3(g) and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration cash payable in respect lieu of each Company Share formerly represented by such Certificate or Book-Entry Share any fractional shares of Parent Common Stock payable pursuant to the provisions of this Article IISection 3.3(h), and the Certificates so surrendered Certificate or Book-Entry Shares so transferred surrendered shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practicescancelled. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. (iii) If payment of the Merger Consideration is to be made to a Person other than the record holder of such shares of Company Common Stock, it shall be a condition of payment that shares so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such shares surrendered or shall have established to the satisfaction of Parent that such Taxes either have been paid or are not applicable. Until surrendered as contemplated by Section 3.3(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive upon such surrender (A) the Merger Consideration payable in respect thereof of such shares of Company Common Stock, (B) any dividends or other distributions payable pursuant to the provisions Section 3.3(g), and (C) cash in lieu of this Article IIany fractional shares of Parent Common Stock payable pursuant to Section 3.3(h).

Payment Procedures. Promptly following As soon as reasonably practicable after the Effective Time, Parent and Merger Sub shall cause the Payment Surviving Corporation will instruct the Paying Agent to mail to each holder of record of (as of i) a Certificate or Certificates that immediately prior to the Effective Time) Time evidenced outstanding shares of a certificate or certificates Common Stock (the “Certificates”other than Excluded Shares) or non-certificated Company Shares (ii) shares of Common Stock (other than Excluded Shares) represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (iA) a form letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the letter of transmittal, and shall be in such form and have such other provisions as the Surviving Corporation may reasonably specify) and (iiB) instructions for use in effecting the surrender of the such Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IISection 1.07. Upon (i) surrender of Certificates such a Certificate or Book-Entry Share for cancellation to the Payment Paying Agent or to such other agent or agents as may be appointed by Parentthe Surviving Corporation, together with such a letter of transmittal, duly completed executed, and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer customary documents as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Sharesbe required pursuant to such instructions (collectively, the holders “Transmittal Documents”), the holder of such Certificates Certificate or Book-Entry Shares Share shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect for each share of each Company Share Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions Share, without any interest thereon, less any required withholding of this Article IItaxes, and the Certificates so surrendered Certificate or Book-Entry Shares Share so transferred surrendered shall forthwith thereupon be canceledcancelled. The Payment Agent shall accept In the event of a transfer of ownership of Common Stock that is not registered in the transfer records of the Company, the Merger Consideration may be issued and paid in accordance with this Article II to the transferee of such Certificates shares if the Certificate or Book-Entry Shares upon compliance Share evidencing such shares is presented to the Paying Agent and is properly endorsed and/or otherwise in proper form for transfer. In such event, the signature on the Certificate or Book-Entry Share or any related stock power must be properly guaranteed and the Person requesting payment of the Merger Consideration must either pay any transfer or other taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share so surrendered or establish to the Surviving Corporation that such tax has been paid or is not applicable. The Merger Consideration will be delivered by the Paying Agent as promptly as practicable following surrender of such a Certificate or Book-Entry Share and the related Transmittal Documents. Cash payments may be made by check unless otherwise required by a depositary institution in connection with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof delivery of Book-Entry Shares. No interest will be payable on any Merger Consideration. Until surrendered in accordance with normal exchange practices. No interest this Section 2.02, each Certificate or Book-Entry Share shall be paid deemed at any time after the Effective Time to evidence only the right to receive, upon such surrender, the Merger Consideration for each share of Common Stock (other than Excluded Shares and any Dissenting Shares) formerly represented by such Certificate or accrued Book-Entry Share. The Payment Fund shall not be used for any purpose other than as set forth in this Article II. Any interest, dividends or other income earned on the investment of cash held in the Payment Fund shall be for the benefit account of holders the Surviving Corporation. The Merger Consideration delivered upon surrender of the Certificates or Book-Entry Shares on in accordance with the Merger Consideration payable upon terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the surrender of shares represented by such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIShares.

Payment Procedures. Promptly following (i) As soon as practicable after the Effective Time, Parent and Merger Sub the Paying Agent shall cause the Payment Agent to mail deliver: (A) to each holder of record (holder, as of the Effective Time, of: (1) an outstanding certificate or certificates which immediately prior to the Effective Time) Time represented shares of a certificate or certificates Company Common Stock (the “Certificates”); or (2) or non-certificated shares of Company Shares Common Stock represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal (“Letter of Transmittal”) (which shall be in customary form (which and shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates or transfer to the Paying Agent or, in the case of the Book-Entry Shares Shares, upon adherence to the Payment Agentprocedures set forth in the Letter of Transmittal, and which shall be in a form agreed to by Merger Sub and the Company prior to the Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer or, in the case of Book-Entry Shares Shares, the surrender of such shares, for payment of the Merger Consideration therefor; and (B) to each holder of a Company Stock Option as of the Effective Time: (1) an option surrender agreement (“Option Surrender Agreement”) which shall be in a form agreed to by Merger Sub and the Company prior to the Closing; and (2) instructions for use in effecting the surrender of such Company Stock Option in exchange for the Merger Consideration payable in respect thereof pursuant Option Consideration. (ii) Upon surrender to the provisions Paying Agent of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent a Certificate or to such other agent or agents as may be appointed by ParentBook-Entry Shares, together with such letter the Letter of transmittalTransmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or and such other evidence, if any, of the transfer documents as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Sharesbe required pursuant to such instructions, the holders holder of such Certificates Certificate or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor the Merger Consideration payable in respect of for each Company Share share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, Shares and the Certificates so surrendered such Certificate or Book-Entry Shares so transferred Share shall forthwith then be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Shares. If payment of the Merger Consideration is to be made to a person other than the person in whose name the surrendered Certificate is registered, it shall be a condition of payment that 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 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 surrendered or shall have established to the satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Section 2.5(b)(ii), each Certificate and each Book-Entry Share shall be deemed from and at any time after the Effective TimeTime to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by this Article II. (iii) Upon surrender of a Company Stock Option for cancellation to the Paying Agent, together with the Option Surrender Agreement, duly executed, and any other documents reasonably required by the Surviving Corporation or the Paying Agent, the holder of the Company Stock Option shall be entitled to evidence receive in exchange therefore the amount of aggregate Option Consideration which such holder has the right to receive pursuant to the provisions of Section 2.3, and the Company Stock Option so surrendered shall be canceled. Any such holder shall be entitled to receive such Option Consideration by wire transfer, if so requested by such holder in the Option Surrender Agreement, if the payment of the aggregate Option Consideration to such holder exceeds $1,000,000. Until surrendered in accordance with the provisions of this Section 2.5(b)(iii), each Company Stock Option shall be deemed at any time after the Effective Time to represent for all purposes only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIOption Consideration.

Payment Procedures. Promptly following the Effective Time, Parent and Merger Sub the Surviving Corporation shall cause the Payment Agent to mail to each holder of record (as of immediately prior to the Effective Time) of (i) a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding shares of Company Shares Common Stock and (ii) book-entry security entitlements to or other than Canceled uncertificated shares of Company Shares and Dissenting Company Common Stock (the “Uncertificated Shares) ”), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.7 (iA) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and ), and/or (iiB) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry and Uncertificated Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or the holders of such Certificates shall be entitled to receive in exchange therefor an amount in cash equal to the product obtained by multiplying (iix) the aggregate number of shares of Company Common Stock represented by such Certificate that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect thereof), and the Certificates so surrendered shall forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a book-entry transfer of Book-Entry Uncertificated Shares, the holders of such Certificates or Book-Entry Uncertificated Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor an amount in cash equal to the product obtained by multiplying (x) the aggregate number of shares of Company Common Stock represented by such holder’s transferred Uncertificated Shares that were converted into the right to receive the Merger Consideration pursuant to Section 2.7, by (y) the Merger Consideration (less any applicable withholding taxes payable in respect of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article IIthereof), and the Certificates transferred Uncertificated Shares so surrendered or Book-Entry Shares so transferred shall forthwith be canceledcancelled. The Payment Agent shall accept such Certificates or Book-Entry and transferred Uncertificated Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry and Uncertificated Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry and Uncertificated Shares pursuant to this Section 2.72.8. Until so surrendered or transferredsurrendered, outstanding Certificates or Book-Entry and Uncertificated Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration Consideration, without interest thereon, payable in respect thereof pursuant to the provisions of this Article II.

Payment Procedures. (i) Promptly following after the Effective Time (but no later than three (3) Business Days after the Effective Time), Parent and Merger Sub shall cause the Payment Paying Agent to will mail to each holder of record (as of a certificate representing outstanding shares of Company Common Stock immediately prior to the Effective Time) of Time (each, a certificate or certificates (the “CertificatesCertificate”) or non-certificated and to each holder of record of uncertificated shares of Company Shares Common Stock represented by book-book entry immediately prior to the Effective Time (“Book-Entry Shares”), which immediately prior in each case, whose shares were converted into the right to receive the Effective Time represented outstanding Company Shares Merger Consideration pursuant to Section 2.01(a)(ii): (other than Canceled Company Shares and Dissenting Company Shares) (i1) a letter of transmittal in customary form (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Agent) Paying Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company (iia “Letter of Transmittal”); and (2) instructions for use in effecting the surrender of the such Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in with respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or shares. (ii) receipt Each holder of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Certificates and Book-Entry Shares, Shares may thereafter until the holders first anniversary of the Effective Time surrender such Certificates or Book-Entry Shares shall to the Paying Agent under cover of the Letter of Transmittal. Upon the surrender to, and the acceptance in accordance with Section 2.02(b)(ii) by, the Paying Agent of a Certificate or Book-Entry Share and a duly and validly executed Letter of Transmittal, the holder thereof (other than any holder of Dissenting Shares) will be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each the number of shares of Company Share Common Stock formerly represented by such Certificate or Book-Entry Share surrendered under this Agreement. If a Dissenting Shareholder effectively withdraws its demand for, or loses its rights to, payment of fair cash value pursuant to Section 1701.85 of the provisions OGCL with respect to any Dissenting Shares, (i) such shares of this Article IICompany Common Stock shall cease to be Dissenting Shares and (ii) if such withdrawal or loss of rights with respect to such Dissenting Shares occurs prior to the first anniversary of the Effective Time, Parent shall make available or cause to be made available to the Paying Agent additional funds in an amount equal to the product of (x) the number of Dissenting Shares for which the Dissenting Shareholder has withdrawn its demand for, or lost its rights to, payment of fair cash value pursuant to Section 1701.85 of the OGCL and (y) the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. Merger Consideration. (iii) The Payment Paying Agent shall will accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof of the Certificates and Book-Entry Shares in accordance with normal customary exchange practices. (iv) From and after the Effective Time, the stock transfer books of the Company will be closed and no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such person presenting such Certificate or Book-Entry Share shall be given a copy of the Letter of Transmittal and told to comply with the instructions in the Letter of Transmittal in order to receive any cash to which such Person is entitled pursuant to this Article II. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of Parent or the Paying Agent that such Tax has been paid or is not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a)(ii)). No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender shares of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Company Common Stock represented by Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIShares.

Payment Procedures. Promptly (i) As promptly as practicable following the Effective TimeTime and in any event not later than the third (3rd) Business Day thereafter, Parent and Merger Sub the Surviving Corporation shall cause the Payment Paying Agent to mail (and to make available for collection by hand) to each holder of record (as of immediately prior to the Effective Time) of a certificate Certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which Share that immediately prior to the Effective Time represented outstanding Company Common Shares (other than Canceled Company Dissenting Shares and Dissenting Company Excluded Shares) whose Company Common Shares were converted into the right to receive the consideration payable in respect thereof pursuant to Section 2.1 (i) a letter of transmittal in customary form (transmittal, which shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-Entry Shares, as applicable, shall pass, only upon proper delivery of the Certificates (or transfer affidavits of the loss together with any required bond or indemnity in lieu thereof) or Book-Entry Shares to the Payment Agent) Paying Agent and which shall be in the form and have such other provisions as Parent and the Company may reasonably specify and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to into which the provisions number of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Company Common Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly previously represented by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares have been converted pursuant to this Section 2.7Agreement. Until so surrendered or transferredParent shall require the paying agent agreement to (ii) The Paying Agent, outstanding Certificates or Book-Entry Shares the Company and its Subsidiaries, Parent and Merger Sub, as applicable, shall be deemed entitled to deduct and withhold from any amounts otherwise payable under this Agreement Taxes that are required to be withheld or deducted with respect to the making of such payment. To the extent that amounts are so deducted or withheld, such deducted or withheld amounts (A) shall be remitted by the applicable entity to the appropriate Governmental Entity and after (B) shall be treated for all purposes of this Agreement as having been paid to the Effective Time, to evidence only the right to receive the Merger Consideration payable Person in respect thereof pursuant of which such deduction or withholding was made. The parties hereto agree to cooperate in good faith in requesting and providing any information or documentation allowing for the provisions reduction or elimination of this Article IIany such deduction and withholding.

Payment Procedures. Promptly following after the Effective TimeTime (but in no event more than five (5) Business Days thereafter), Parent and Merger Sub the Surviving Corporation shall cause the Payment Exchange Agent to mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) Common Stock (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shares of Company Common Stock shall pass, only upon proper delivery of the Certificates representing such shares of Company Common Stock or transfer of the Book-Entry Shares to the Payment Exchange Agent, upon adherence to the procedures set forth in the letter of transmittal, and shall be in such form and have such other customary provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIthereof. Upon (i) surrender of Certificates for cancellation to the Payment Exchange Agent or, in the case of Book-Entry Shares, receipt of a satisfactory “agent’s message” in customary form by the Exchange Agent or to such other agent evidence, if any, of transfer as the Exchange Agent may reasonably request (it being understood that the holders of Book-Entry Shares shall be deemed to have surrendered such Company Common Stock upon receipt by the Exchange Agent of an “agent’s message” or agents such other evidence, if any, as the Exchange Agent may be appointed by Parentreasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesExchange Agent), the holders holder of such Certificates or Book-Entry Shares shall be entitled to receive, and Parent shall cause the Payment Agent to pay, receive in exchange therefor therefor, subject to any required withholding Taxes, the Merger Consideration payable in respect thereof, without interest, for each share of each Company Common Stock surrendered, and any Certificates surrendered shall forthwith be cancelled. If payment of such Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share formerly represented is registered, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer or shall otherwise be in proper form for transfer and (B) the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of such Merger Consideration to a Person other than the registered holder of such Certificate or Book-Entry Share pursuant surrendered or shall have established to the provisions reasonable satisfaction of the Surviving Corporation that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 3.2, each Certificate and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of as contemplated by this Article IIIII, without interest and subject to any applicable withholding Taxes.

Payment Procedures. Promptly following after the Effective Time, (and in any event no later than three (3) Business Days thereafter), Parent and Merger Sub shall cause the Payment Paying Agent to mail to each holder of record of Company Common Stock (as of immediately prior to the Effective Timeincluding Restricted Stock) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”), which immediately prior to the Effective Time represented outstanding Company that thereafter was converted at the Effective Time into the right to receive the applicable Merger Consideration and that has not theretofore submitted its Certificates or Book-Entry Shares (other than Canceled Company Shares and Dissenting Company Shares) with a Form of Election (i) a letter of transmittal (which, in customary form (which the case of shares of Company Common Stock TABLE OF CONTENTS represented by Certificates, shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Paying Agent, and shall be in such form and have such other provisions as Parent and the Company may reasonably agree and shall be prepared prior to Closing) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for payment of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIConsideration. Upon (i) surrender of Certificates for cancellation to the Payment Paying Agent or, in the case of Book-Entry Shares, receipt of an “agent’s message” by the Paying Agent (or to such other agent or agents evidence, if any, of transfer as the Paying Agent may be appointed by Parentreasonably request), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” and such other customary documents as may reasonably be required by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesPaying Agent), the holders holder of such Certificates or Book-Entry Shares shall be entitled to receivereceive in exchange therefor, subject to any required withholding of Taxes in accordance with Section 2.7(h), for each share of Company Common Stock (including Restricted Stock) surrendered (and any Certificates surrendered shall forthwith be cancelled) (I) the Stock Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.4 and Section 2.5, and/or (II) a check or wire transfer representing the amount of (A) the Cash Consideration to which such holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with, and subject to, Section 2.1(c), Section 2.1(e), Section 2.4 and Section 2.5, (B) any dividends or distributions which the holder of Company Common Stock (including Restricted Stock) shall have become entitled to receive in accordance with Section 2.7(c) and (C) a check or wire transfer representing the Fractional Share Consideration, without interest, resulting from the rounding-down of any shares of Parent shall cause Common Stock otherwise issuable pursuant to (I) above. If payment of any portion of the Payment Agent Aggregate Merger Consideration is to pay, be made to a Person other than the Person in whose name the surrendered Certificate or Book-Entry Share in exchange therefor is registered in the transfer or stock records of the Company, it shall be a condition of payment that (A) the Person requesting such exchange present proper evidence of transfer and (B) the Person requesting such payment shall evidence payment of any transfer and other Taxes required by reason of the payment of such portion of the Aggregate Merger Consideration payable in respect to a Person other than the registered holder of each Company Share formerly represented by such Certificate or Book-Entry Share pursuant surrendered or shall have established to the provisions reasonable satisfaction of the Surviving Company that such Tax either has been paid or is not applicable. Until surrendered as contemplated by this Article IISection 2.7, each Certificate and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares Share shall be deemed from and at any time after the Effective Time, Time to evidence represent only the right to receive the applicable Merger Consideration payable in respect thereof pursuant to the provisions for each applicable share of Company Common Stock as contemplated by this Article II, without interest.

Payment Procedures. Promptly (a) The Company or the Paying Agent shall, no later than promptly following the Effective Time, Parent and Merger Sub shall cause the Payment Agent to mail be mailed or otherwise deliver to (i) each holder of record Company Capital Stock a Letter of Transmittal, (as ii) each holder of immediately prior In-The-Money Company Options an Option Cancellation and (iii) each holder of In-The-Money Company Warrants a Warrant Cancellation, in each case, along with instructions for effecting the surrender of such holder’s Company Capital Stock, In-The-Money Company Options and/or In-The-Money Company Warrants in exchange for Merger Consideration. (b) Upon a Company Stockholder’s delivery to the Effective Time) Paying Agent of a certificate or certificates (the “Certificates”) or nonrequisite Stockholder Closing Documents, such Company Stockholder shall be entitled to receive, in exchange for such Company Capital Stock, In-certificated The-Money Company Shares represented by bookOptions and/or In-entry (“BookThe-Entry Shares”)Money Company Warrants, which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) as applicable, (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery check or wire transfer representing such Company Stockholder’s portion of the Certificates or transfer of Initial Merger Consideration (as set forth on the Book-Entry Shares to the Closing Payment AgentSchedule) and (ii) instructions for use the right to receive in effecting the surrender future such Company Stockholder’s portion of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidenceremaining amount, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry SharesEscrow Consideration and Stockholder Representative Expense Amount, the holders of such Certificates or Book-Entry Shares shall be entitled to receiveif any, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each Company Share formerly represented by such Certificate or BookCompany Capital Stock, In-Entry Share The-Money Company Options and/or In-The-Money Company Warrants (in each case, as set forth on the Closing Payment Schedule) pursuant to the provisions terms of this Article II, Agreement and the Certificates so Escrow Agreement, as applicable. (c) Until surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to contemplated by this Section 2.7. Until so surrendered or transferred1.9, outstanding Certificates or Bookeach Certificate, In-Entry Shares The-Money Company Option and In-The-Money Company Warrant shall be deemed from and at all times after the Effective Time, Time to evidence represent only the right to receive the portion of the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIrepresented thereby.

Payment Procedures. Promptly following (i) At Closing, the aggregate Preliminary Cash Consideration payable to the holders of the issued and outstanding shares of Company Common Stock (as reflected in the Capitalization Certificate) shall be paid by Parent to the Shareholders’ Representative for the benefit of and for prompt distribution to such holders, pursuant to the terms of this Agreement, and (ii) within five (5) Business Days of Closing, the aggregate Preliminary Stock Consideration payable to the holders of the issued and outstanding shares of Company Common Stock (as reflected in the Capitalization Certificate) shall be paid by Parent to the Shareholders’ Representative for the benefit of and for prompt distribution to such holders, pursuant to the terms of this Agreement. (b) The Shareholders’ Representative covenants and agrees to promptly pay to each such holder their applicable aggregate Per Share Initial Merger Consideration upon receipt by the Shareholders’ Representative of such consideration as provided in Section 1.8(a) above. (c) All consideration paid or payable to the Shareholders’ Representative for the benefit of the Shareholders in accordance with the terms of this Agreement shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by each Certificate, other than the rights set forth in this Agreement. At the close of business on the day on which the Effective TimeTime occurs the stock transfer books of the Company shall be closed, Parent and Merger Sub there shall cause be no further registration of transfers on the Payment Agent to mail to each holder stock transfer books of record (as of the shares that were outstanding immediately prior to the Effective Time. (d) If any Certificate shall have been lost, stolen, defaced or destroyed, upon the making of a certificate an affidavit of that fact by the Person claiming such Certificate to be lost, stolen, defaced or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”)destroyed and, which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal in customary form (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon delivery of the Certificates or transfer of the Book-Entry Shares to the Payment Agent) and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed if required by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by indemnity or bond reasonably satisfactory to Parent against any claim that may be made against it with respect to such Certificate then, subject to the Payment Agent (terms and conditions of this Agreement, Parent shall, upon the terms and subject to the conditions of this Agreement, pay in respect of such lost, stolen, defaced or such other evidence, if any, destroyed Certificate the portion of the transfer as the Payment Agent may reasonably requestTotal Merger Consideration that would be payable upon surrender of such Certificate. (e) in the case of a transfer of Book-Entry SharesParent, the holders of such Certificates Surviving Corporation, or Book-Entry Shares the Shareholders’ Representative shall be entitled to receive, deduct and Parent shall cause withhold from the Payment Agent to pay, in exchange therefor the Total Merger Consideration otherwise payable pursuant to this Agreement to any holder of shares of Company Common Stock such amounts as Parent, the Surviving Corporation, or the Shareholders’ Representative are required to deduct and withhold with respect to the making of such payment under the Code, or any provision of state, local or foreign tax Law. To the extent that amounts are so withheld, such amounts shall be paid over to the appropriate taxing authority and shall be treated for all purposes of this Agreement as having been paid to the holder of the shares of Company Common Stock in respect of each Company Share formerly represented by which such Certificate deduction and withholding was made. (f) No certificates or Book-Entry Share pursuant to script representing fractional shares of Parent Stock shall be issued in connection with the provisions of this Article IIContemplated Transactions, and the Certificates so surrendered no dividend, stock split, or Book-Entry Shares so transferred other distribution of Parent shall forthwith be canceled. The Payment Agent shall accept relate to any such Certificates or Book-Entry Shares upon compliance with fractional share interest, and no such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No fractional share interest shall entitle the holder thereof to vote or to any other rights of a shareholder of Parent. In lieu of any such fractional share, the Shareholders shall be paid or accrued for entitled to receive a cash payment therefor, without interest, at the benefit of holders of the Certificates or Book-Entry Shares pro rata amount based on the Merger Consideration payable upon Average Price. (g) The Company and Shareholders’ Representative shall provide Parent with any information reasonably requested by Parent and necessary to make the surrender of such Certificates or transfer of Book-Entry Shares pursuant payments to this Section 2.7. Until so surrendered or transferred, outstanding Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIeach Shareholder.

Payment Procedures. Promptly following Not less than fifteen (15) Business Days prior to the Effective TimeClosing Date, Parent and Merger Sub the Company shall cause the Payment Exchange Agent to mail or otherwise deliver, to each holder of record (as of immediately prior Company Stockholder entitled to receive the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated Company Shares represented by book-entry (“Book-Entry Shares”Merger Consideration pursuant to Section 2.3(a), which immediately prior to the Effective Time represented outstanding Company Shares (other than Canceled Company Shares and Dissenting Company Shares) (i) a letter of transmittal substantially in customary the form (which shall specify that delivery shall of Exhibit H attached hereto, with such changes as may be effected, agreed between the Company and risk of loss and title Parent prior to the Certificates shall passClosing or as may be reasonably required by the Exchange Agent (the “Letter of Transmittal”), only upon delivery together with any notice required pursuant to Section 262 of the Certificates DGCL or transfer the CCC. Subject to the satisfaction of the Book-Entry Shares conditions in Article VI, in the event that at least two (2) Business Days prior to the Payment Agent) Closing Date, a Company Stockholder does not deliver to the Exchange Agent a duly executed and completed Letter of Transmittal (ii) instructions for use in effecting along with all certificates representing shares of Company Capital Stock (each, a “Company Certificate” and, collectively, the surrender “Company Certificates”), to the extent such shares of Company Capital Stock are certificated), then such failure shall not alter, limit or delay the Certificates or transfer Closing; provided, that such Company Stockholder shall not be entitled to receive its respective portion of Book-Entry Shares in exchange for the Merger Consideration payable in respect thereof pursuant until such Person delivers a duly executed and completed Letter of Transmittal and its Company Certificates to the provisions of this Article IIExchange Agent. Upon (i) surrender delivery of such duly executed Letter of Transmittal and its Company Certificates for cancellation by such Company Stockholder to the Payment Agent or to Exchange Agent, such other agent or agents as may be appointed by Parent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates or Book-Entry Shares Company Stockholder shall be entitled to receive, subject to the terms and Parent shall cause conditions of this Agreement, the Payment Agent to pay, in exchange therefor portion of the Merger Consideration payable in respect of each his, her or its shares of Company Share formerly represented Capital Stock referenced in such Letter of Transmittal. Until surrendered as contemplated by such Certificate or Book-Entry Share pursuant to the provisions of this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. The Payment Agent shall accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. No interest shall be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon the surrender of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred2.5, outstanding Certificates or Book-Entry Shares each share of Company Capital Stock shall be deemed from and at all times after the Effective Time, Time to evidence represent only the right to receive upon such surrender the Per Share Merger Consideration payable in respect thereof to which it has been converted pursuant to the provisions of this Article II. If payment is to be made to a Person (other than the record or registered Company Stockholder), it shall be a condition to such payment that any Company Certificates so surrendered will be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Taxes required as a result of such payment being made to a Person (other than the record or registered Company Stockholder) or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable.

Payment Procedures. (i) Promptly following after the Effective Time (but no later than two (2) Business Days after the Effective Time), Parent and Merger Sub shall cause the Payment Paying Agent to will mail to each holder of record (as of immediately prior to the Effective Time) of a certificate or certificates (the “Certificates”) or non-certificated representing outstanding shares of Company Shares represented by book-entry (“Book-Entry Shares”), which Common Stock immediately prior to the Effective Time (a "Certificate") and to each holder of uncertificated shares of Company Common Stock represented outstanding Company Shares by book entry immediately prior to the Effective Time (other than Canceled Company Shares and Dissenting Company "Book-Entry Shares) "), in each case, whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.01(a)(ii): (i1) a letter of transmittal in customary form (transmittal, which shall specify that delivery shall be effected, and that risk of loss and title to the Certificates shall or Book-Entry Shares held by such holder will pass, only upon delivery of the such Certificates or transfer of the Book-Entry Shares to the Payment Agent) Paying Agent and which shall be in form and substance reasonably satisfactory to Parent and the Company, and (ii2) instructions for use in effecting the surrender of the such Certificates or transfer of Book-Entry Shares in exchange for the Merger Consideration payable in with respect thereof pursuant to the provisions of this Article II. Upon (i) surrender of Certificates for cancellation to the Payment Agent or to such other agent or agents as may be appointed by Parentshares. (ii) Upon surrender to, together with such letter of transmittal, duly completed and validly executed acceptance in accordance with Section 2.02(b)(iii) by, the instructions thereto, or (ii) receipt of an “agent’s message” by the Payment Paying Agent (or such other evidence, if any, of the transfer as the Payment Agent may reasonably request) in the case of a transfer of Book-Entry Shares, the holders of such Certificates Certificate or Book-Entry Shares shall Share, the holder thereof will be entitled to receive, and Parent shall cause the Payment Agent to pay, in exchange therefor the Merger Consideration payable in respect of each the number of shares of Company Share Common Stock formerly represented by such Certificate or Book-Entry Share pursuant to the provisions of surrendered under this Article II, and the Certificates so surrendered or Book-Entry Shares so transferred shall forthwith be canceled. Agreement. (iii) The Payment Paying Agent shall will accept such Certificates or Book-Entry Shares upon compliance with such reasonable terms and conditions as the Payment Paying Agent may impose to effect an orderly exchange thereof of the Certificates and Book-Entry Shares in accordance with normal customary exchange practices. (iv) From and after the Effective Time, no further transfers may be made on the records of the Company or its transfer agent of Certificates or Book-Entry Shares, and if any Certificate or Book-Entry Share is presented to the Company for transfer, such Certificate or Book-Entry Share shall be canceled against delivery of the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share. (v) If any Merger Consideration is to be remitted to a name other than that in which a Certificate or Book-Entry Share is registered, no Merger Consideration may be paid in exchange for such surrendered Certificate or Book-Entry Share, unless: (1) either (A) the Certificate so surrendered is properly endorsed, with signature guaranteed, or otherwise in proper form for transfer or (B) the Book-Entry Share is properly transferred; and (2) the Person requesting such payment shall (A) pay any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of the Certificate or Book-Entry Share or (B) establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (vi) At any time after the Effective Time until surrendered as contemplated by this Section 2.02, each Certificate or Book-Entry Share shall be deemed to represent only the right to receive upon such surrender the Merger Consideration payable in respect of the shares of Company Common Stock represented by such Certificate or Book-Entry Share as contemplated by Section 2.01(a)(ii). No interest shall will be paid or accrued for the benefit of holders of the Certificates or Book-Entry Shares on the Merger Consideration payable upon in respect of the surrender shares of such Certificates or transfer of Book-Entry Shares pursuant to this Section 2.7. Until so surrendered or transferred, outstanding Company Common Stock represented by Certificates or Book-Entry Shares shall be deemed from and after the Effective Time, to evidence only the right to receive the Merger Consideration payable in respect thereof pursuant to the provisions of this Article IIShares.