Common use of Procedure for Payment Clause in Contracts

Procedure for Payment. (i) Immediately after the Effective Time Buyer will furnish to Durham, Evans, Jones & Pinegar, P.C. (▇▇▇ "Ex▇▇▇▇▇▇ Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Shares for the holder to use in surrendering the certificates which represent his or its Papyrus Shares in exchange for the Merger Consideration payable to such holder. (iii) Upon surrender to the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after At the Effective Time Time, (A) the Buyer will, or will cause the Surviving Corporation to, furnish to Durham, Evans, Jones & Pinegar, P.C. the paying agent engaged for purposes of this Agreement (▇▇▇ the "Ex▇▇▇▇▇▇ Paying Agent") a corpus consisting of cash which, together with the amount to be delivered by the Deposit Escrow Agent pursuant to (AS) stock certificates (issued 2(h)(ii)(a), is sufficient in the names aggregate for the Paying Agent to make full payment of the Papyrus Stockholders or their nominees) representing that number Stockholder Allocable Portion of whole the Merger Shares issuable Consideration to the Papyrus Stockholders equal holders of all of the outstanding Company Shares (other than any Dissenting Shares and less the applicable Post- Closing Escrow Amount to be paid to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, Post-Closing Escrow Agent and less the number of Merger Shares amounts to be deposited in withheld and paid to the Escrow Fund on such holder's behalf Internal Revenue Service pursuant to Article 7 hereof(S)2(j), and subject or deposited with the Post-Closing Escrow Agent pursuant to any adjustment in such number resulting from Section 2.4(f(S)2(j)) (the "Payment Fund"), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions instruction for its use) ), which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of such Certificates to the Paying Agent, in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 E to each record holder of outstanding Papyrus Company Shares for the holder to use in surrendering the certificates Certificates which represent his or its Papyrus represented such holder's Company Shares in exchange for against payment of such holder's Stockholder's Portion of the Merger Consideration payable (less, in the case of each Schedule I Stockholder, the amounts thereof to such holder. (iii) Upon surrender be paid to the Exchange Post-Closing Escrow Agent as part of a Papyrus Certificate for cancellationthe Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j) and, in the case of other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)). Each holder of Certificates theretofore evidencing Company Shares, upon proper surrender thereof to the Paying Agent together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions theretosuch transmittal form and any other documents required thereby, the holder of such Papyrus Shares shall shall, subject to (S) 2(j), be entitled to receive in exchange therefor therefore such holder's Stockholder's Portion of the Merger Consideration deliverable in respect of the Company Shares theretofore evidenced by the Certificates so surrendered (less, in the case of each Schedule I Stockholder, the amounts thereof to be paid to the Escrow Agent as part of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j) and, in the case of other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)). Upon such proper surrender, the Paying Agent shall, subject to (S) 2(j), promptly deliver such holder's Stockholder's Portion of the Merger Consideration to the relevant Company Stockholder (less, in the case of each Schedule I Stockholder, the amounts thereof to be paid to the Post-Closing Escrow Agent as part of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j) and, in the case of other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)). Until properly surrendered, Certificates formerly evidencing Company Shares shall be deemed for all purposes to evidence only the right to receive the applicable portion of the Merger Consideration as herein provided and subject to (S)(S) 2(i) and (j). No interest shall accrue or be paid on any cash payment upon surrender of Certificates which immediately prior to the Effective Time represented Company Shares. In the event of a permitted transfer of ownership of Company Shares, which is not registered in the transfer records of the Company, the applicable Stockholder's Portion of the Merger Consideration or portion thereof (less the applicable portion of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S)2(j), in the case of Schedule I Stockholders and, in the case of the other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)) may be paid to a transferee of a Certificate if such Certificate is presented to the Paying Agent accompanied by all documents required to evidence and effect such transfer and any evidence that any applicable stock transfer Taxes have been paid. Notwithstanding the foregoing, the Buyer will, if and to the extent requested by the Company or any Company Stockholder not less than three (3) Business Days prior to the Closing Date, make appropriate arrangements, subject to (S) 2(j), with the Paying Agent to enable the Stockholder's Portion of the Merger Consideration payable to such Holder. Upon delivery any Company Stockholder (less, in the case of such payment to the Papyrus each Schedule I Stockholder, the Papyrus Certificate so surrendered shall forthwith amount thereof to be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior paid to the Post-Closing Escrow Agent as part of the Post-Closing Escrow Amount and any applicable Escrow Withholding Amount, and less any amounts to be withheld and paid to the Internal Revenue Service pursuant to (S) 2(j) and, in the case of the other Company Stockholders, amounts to be withheld pursuant to (S) 2(j)), to be paid on the Effective TimeDate (including payment by wire transfer of immediately available funds), represented Papyrus upon surrender of the Certificates evidencing such Company Stockholder's Company Shares and such other documents as may be required by the Paying Agent. (ii) The Buyer may cause the Paying Agent to invest the cash included in the Payment Fund, to the extent such cash is not disbursed on the Effective Date, in certificates of deposit or money market funds; provided, however, that the terms and conditions of the investments shall be such as to permit the Paying Agent to make, subject to (S)(S) 2(i) and (j), prompt payment of the applicable portion of the Stockholder Allocable Portion of the Merger Consideration included in the Payment Fund as necessary. The Buyer may cause the Paying Agent to pay over to the Surviving Corporation any net earnings with respect to the investments, and the Buyer will be deemed from and cause the Surviving Corporation to replace promptly any portion of the Payment Fund which the Paying Agent loses through investments. (iii) The Buyer may cause the Paying Agent to pay over to the Surviving Corporation any portion of the Payment Fund (including any earnings thereon) remaining 180 days after the Effective Time, for and thereafter all corporate purposesformer Company Stockholders shall only be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other than the payment of dividends, similar laws) as general creditors thereof with respect to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, payable upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment surrender of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, Certificates. The Buyer and the Surviving Corporation or any party hereto shall not be liable to any person holder of Certificates for any amount properly paid cash payable in respect thereof delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. (viiiv) The Buyer shall cause the Surviving Corporation to pay all charges and expenses of the Exchange Paying Agent.

Procedure for Payment. (i) Immediately after Simultaneously with and as a condition to the Effective Time Time: (A) the Buyer will furnish furnish, or will cause the Surviving Corporation to Durhamfurnish, Evans, Jones & Pinegar, P.C. to a commercial bank or trust company or similar financial institution mutually acceptable to Buyer and the Company (▇▇▇ the "Ex▇▇▇▇▇▇ Paying Agent") a corpus (Athe "Payment Fund") stock certificates (issued consisting of cash sufficient in the names aggregate for the Paying Agent to make full payment of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable Consideration to the Papyrus Stockholders equal to holders of all of the product of outstanding Company Shares (I) the Exchange Ratio times (II) the number of outstanding Papyrus other than any Dissenting Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(fBuyer-owned Shares), ; and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) in form reasonably acceptable to each of the form attached hereto Company and the Buyer to each record holder of outstanding Company Shares for the holder to use in surrendering the certificates which represented his, her or its Company Shares against payment of the Merger Consideration. No interest will accrue or be paid to the holder of any outstanding Company Shares. (ii) The Paying Agent shall, pursuant to irrevocable instructions, pay the Merger Consideration out of the Payment Fund as Exhibit B, soon as practicable after the Effective Time. Upon surrender of a certificate representing Company Shares for cancellation to the Paying Agent together with a letter of transmittal, duly executed, or an "agents message" in the case of a book entry transfer, and such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Shares for the holder to use in surrendering the certificates which represent his or its Papyrus Shares in exchange for the Merger Consideration payable to such holder. (iii) Upon surrender to the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Shares certificate shall be entitled to receive in exchange therefor respect thereof cash in an amount equal to the product of (1) the number of Company Shares formerly represented by such certificate, multiplied by (2) $5.85. If any holder of a certificate shall be unable to surrender such holder's certificates because such certificates have been lost, mutilated or destroyed, such holder may deliver in lieu thereof an affidavit and indemnity bond in form and substance and with surety reasonably satisfactory to the Surviving Corporation. (iii) The Buyer may cause the Paying Agent to invest the cash included in the Payment Fund in one or more of the permitted investments set forth on Exhibit E attached hereto; provided, however, that the terms and conditions of the investments shall be such as to permit the Paying Agent to make prompt payment of the Merger Consideration payable as necessary. The Buyer may cause the Paying Agent to such Holder. Upon delivery of such payment pay over to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior Surviving Corporation any net earnings with respect to the Effective Timeinvestments, represented Papyrus Shares and the Buyer will be deemed from and replace, or will cause the Surviving Corporation to replace, promptly any portion of the Payment Fund which the Paying Agent loses through investments. (iv) The Buyer may cause the Paying Agent to pay over to the Surviving Corporation any portion of the Payment Fund (including any earnings thereon) remaining 180 days after the Effective Time, for and thereafter all corporate purposesformer stockholders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat, and other than the payment of dividends, similar laws) as general creditors thereof with respect to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, payable upon the making surrender of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4their certificates. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time The Buyer shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, cause the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Paying Agent.

Procedure for Payment. (ia) Immediately after the Effective Time Buyer will furnish to DurhamTime, Evans, Jones & Pinegar, P.C. (▇▇▇ "Ex▇▇▇▇▇▇ Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable and pursuant to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger SharesPaying Agent Agreement, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall Parent will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) substantially in the form of the attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 D to each record holder of outstanding Papyrus Shares Target Stock for the such holder to use in surrendering the certificates which represent his certificate(s) that represented his, her or its Papyrus Shares Target Stock against payment of that portion of the Merger Consideration to be issued in exchange for the Merger Consideration payable to such holdercertificate(s). (iiib) Upon the surrender of a certificate(s) representing Common Stock by a Common Holder (other than a Vested Option/Warrant Holder) to the Exchange Agent of a Papyrus Certificate for cancellationPaying Agent, together with such letter of transmittal and other documentstransmittal, duly completed executed, and validly executed in accordance with the instructions theretosuch other documents as may be required, the holder of such Papyrus Shares shall be entitled Paying Agent will pay to receive the Common Holder, in exchange therefor the Merger Consideration payable to for such Holder. Upon delivery of such payment certificate(s), cash in an amount equal to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership product of the number of full Merger Shares and shares evidenced by such certificate(s) times the cash consideration described in this Section 2.4(l)(iii)Per Share Common Cash Amount. (ivc) If any Papyrus Certificates shall have been lostUpon the surrender of a certificate(s) by a Preferred Holder to the Paying Agent, stolen or destroyedtogether with such letter of transmittal, duly executed, and such other documents as may be required, the Exchange Paying Agent shall issue will pay to the Preferred Holder, in exchange for such lostcertificate(s), stolen cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share Preferred Cash Amount. (d) Upon the surrender of all agreements, instruments and other documents previously representing Vested Options or destroyed Papyrus CertificatesWarrants, upon as applicable (the making "Vested Options/Warrants Documents"), together with such letter of an affidavit of that fact by the holder thereoftransmittal, duly executed, and such Merger Consideration other documents as may be required required, by a Vested Option/Warrant Holder to the Paying Agent, the Paying Agent will pay to the Vested Option/Warrant Holder, in exchange for the Vested Options/Warrants Documents, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to this Section 2.4such Vested Option or Warrant, as applicable, times the excess, if any, of the Per Share Common Cash Amount over the exercise price per share for the Common Stock issuable pursuant to such Vested Option or Warrant. (ve) Any Immediately after the Paying Agent receives the Remaining Escrow, if any, the Paying Agent will pay (i) to each Common Holder (other than a Vested Option/Warrant Holder) who satisfied the requirements set forth in Section 2.5(b) of this Agreement, cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share Escrow Amount, and (ii) to each Vested Option/Warrant Holder who satisfied the requirements set forth in Section 2.5(d) of this Agreement, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to such Vested Option or Warrant, as applicable, times the Per Share Escrow Amount. (f) Immediately after the Paying Agent receives the Remaining 2004 Earnout Payment, if any, the Paying Agent will pay (i) to each Common Holder (other than a Vested Option/Warrant Holder) who satisfied the requirements set forth in Section 2.5(b) of this Agreement, cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share 2004 Earnout Amount, and (ii) to each Vested Option/Warrant Holder who satisfied the requirements set forth in Section 2.5(d) of this Agreement, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to such Vested Option or Warrant, as applicable, times the Per Share 2004 Earnout Amount. (g) Immediately after the Paying Agent receives the Remaining 2005 Earnout Payment, if any, the Paying Agent will pay (i) to each Common Holder (other than a Vested Option/Warrant Holder) who satisfied the requirements set forth in Section 2.5(b) of this Agreement, cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share 2005 Earnout Amount, and (ii) to each Vested Option/Warrant Holder who satisfied the requirements set forth in Section 2.5(d) of this Agreement, cash in an amount equal to the product of the number of shares of Common Stock issuable pursuant to such Vested Option or Warrant, as applicable, times the Per Share 2005 Earnout Amount. (h) The Parent may cause the Paying Agent to pay over to the Surviving Corporation any portion (including any earnings) of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) remaining 150 days after the Effective Time shall be delivered to Buyer, upon demandPaying Agent received each such amount, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter all former Holders will be entitled to look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable (subject to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat and other similar laws) as general creditors with respect to any Merger Consideration then owed to such former Holder, as applicable, payable upon surrender of certificate(s) representing his, her or similar lawits Target Stock. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately after the Effective Time At Closing, Buyer will furnish deliver to Durham, Evans, Jones & Pinegar, P.C. (▇▇▇▇▇ "Ex& ▇▇▇▇▇▇ ▇▇, P.C. (the "Exchange Agent") (A) stock certificates (issued in the names of the Papyrus Target Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Target Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Target Shares held of record by each Papyrus Target Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Target Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus the Target Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) Shares and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each record holder of outstanding Papyrus Target Shares for the holder to use in surrendering the certificates which represent his or its Papyrus Target Shares in exchange for the Merger Consideration payable to such holder. (iii) Upon surrender to the Exchange Agent of a Papyrus Target Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Target Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Target Stockholder, the Papyrus Target Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Target Certificate that, prior to the Effective Time, represented Papyrus Target Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, which shall be paid in full upon surrender of such Target Certificate or affidavit of lost certificate as described below, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Target Certificates shall have been lost, stolen or destroyed, the Exchange Agent Buyer shall issue cause to be issued in exchange for such lost, stolen or destroyed Papyrus Target Certificates, upon the making of an affidavit of that fact by the holder thereofthereof in form acceptable to Buyer, such Merger Consideration as may be required pursuant to this Section 2.4; provided, however, that any such affidavit shall include a covenant by such Target Stockholder indemnifying Buyer for any claim that may be made against Buyer, the Surviving Corporation or the Exchange Agent with respect to the Target Certificates alleged to have been lost, stolen or destroyed. (v) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Target Stockholders one hundred eighty (180) days 180)days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Target Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (ia) Immediately after the Effective Time Buyer the Parent will furnish to Durhamcause the Paying Agent, Evans, Jones & Pinegar, P.C. (▇▇▇ "Ex▇▇▇▇▇▇ Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable pursuant to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus StockholderPaying Agent Agreement, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger Shares, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal (with instructions for its use) substantially in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 D to each record holder of outstanding Papyrus Target Shares and each holder of a Warrant, and the Parent will mail a Vested Option Cancellation Agreement to each holder of Vested Options (if any) who shall have not executed and delivered to the Parent a Vested Option Cancellation Agreement prior to the Effective Time, for the such holder to use in surrendering the certificates which represent his or its Papyrus Shares in exchange for the Merger Consideration payable to such holder. (iii) Upon surrender to the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the following against payment of dividends, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration as may be required pursuant to this Section 2.4. (v) Any portion of the Merger Consideration to be issued in exchange for such certificate(s), Vested Option Documents or Warrants Documents: (i) the certificate(s) that represented his, her or its Target Shares; (ii) the Vested Option Documents; or (iii) the Warrants Documents. (b) Upon the surrender of a certificate(s) representing Target Shares to the Paying Agent, together with the applicable letter of transmittal, duly executed, and such other documents as may be required, the Paying Agent will pay to such a holder of Target Shares, in exchange for the delivered certificate(s), cash in an amount equal to the product of the following: (i) the number of Target Shares evidenced by such certificate(s), multiplied by (ii) the Per Share Cash Amount. (c) Upon the surrender of Vested Option Documents representing Vested Options or Warrant Documents representing Warrants, as applicable, together with the applicable letter of transmittal in the case of a holder of Warrants or the Vested Option Cancellation Agreement in the case of a holder of Vested Options, duly executed, and such other documents as may be required, the Paying Agent in the case of a holder of Warrants or the Surviving Corporation in the case of a holder of Vested Options will, as applicable, pay to such holder, cash in an amount equal to the following: (i) the product of (A) the number of Target Shares issuable pursuant to each Vested Option or Warrant evidenced by the delivered Vested Option Documents or Warrants Documents, as applicable; multiplied by (B) the Adjusted Per Share Cash Amount for such Vested Option or Warrant; and less (ii) any applicable withholding Taxes. (d) Immediately after the Paying Agent receives any funds for distribution to the Target Equityholders, including pursuant to Sections 2.4(e) or 2.7(d)(i) of this Agreement from the Parent, pursuant to Section 10.3 of this Agreement from the Shareholders’ Representative, pursuant to the Escrow Agreement from the Escrow Agent following the release of the Remaining Escrow, if any, the Paying Agent will pay to each Target Equityholder who satisfied the requirements set forth in Sections 2.5(b) or 2.5(c) of this Agreement, as applicable, cash in an amount, after subtraction of any applicable withholding Taxes, equal to the product of the following: (i) the quotient of (A) the funds delivered to the Exchange Paying Agent which remains undistributed by the Parent in satisfaction of any of the foregoing; divided by (B) the Total Target Share Number, multiplied by (ii) the number of Target Shares formerly held by (or formerly available for issuance to) such Target Equityholder. Any funds delivered to the Papyrus Stockholders one hundred eighty Paying Agent that are in excess of the amount that is required to be paid to Target Equityholders will promptly be paid over to the Surviving Corporation. (180e) The Parent will cause the Paying Agent to pay over to the Surviving Corporation any cash (including any earnings thereon) remaining 365 days after the Effective Time shall be delivered to Buyer, upon demandPaying Agent received any such amount, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter all Target Equityholders will be entitled to look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable (subject to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat and other similar laws) as general unsecured creditors with respect to any amounts then owed to such Target Equityholders pursuant to this Section 2, as applicable, payable upon surrender of certificate(s) representing his, her or similar lawits Target Shares or Vested Options Documents or Warrants Documents representing his, her or its Vested Options or Warrants, as applicable. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (ia) Immediately after the Effective Time Buyer will furnish to Durham, Evans, Jones & Pinegar, P.C. (▇▇▇ "Ex▇▇▇▇▇▇ Agent") (A) stock certificates (issued in the names of the Papyrus Stockholders or their nominees) representing that number of whole Merger Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s) (collectively such Merger SharesTime, the Buyer Note(s) and cash consideration, "Merger Consideration"). (ii) Buyer shall Parent will cause the Exchange Paying Agent to mail a letter of transmittal (with instructions for its use) substantially in the form of the attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 D to each record holder of outstanding Papyrus Shares Target Stock for the such holder to use in surrendering the certificates which represent his certificate(s) that represented his, her or its Papyrus Shares Target Stock against payment of that portion of the Merger Consideration to be issued in exchange for the Merger Consideration payable to such holdercertificate(s). (iiib) Upon the surrender of a certificate(s) by a Series D Holder to the Exchange Agent of a Papyrus Certificate for cancellationPaying Agent, together with such letter of transmittal and other documentstransmittal, duly completed executed, and validly executed in accordance with such other documents as may be required, within five business days the instructions theretoPaying Agent will pay to the Series D Holder, the holder of such Papyrus Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to for such Holder. Upon delivery of such payment certificate(s), cash in an amount equal to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership product of the number of full Merger Shares and shares evidenced by such certificate(s) times the cash consideration described in this Section 2.4(l)(iii)Per Share Series D Cash Amount. (ivc) If any Papyrus Certificates shall have been lostImmediately after the Paying Agent receives the Remaining Escrow, stolen or destroyedif any, the Exchange Paying Agent shall issue will pay to each Series D Holder who satisfied the requirements set forth in exchange for Section 2.5(b) of this Agreement cash in an amount equal to the product of the number of shares evidenced by such certificate(s) times the Per Share Series D Escrow Amount. (d) The Parent may cause the Paying Agent to pay over to the Surviving Corporation any portion (including any earnings) of the Merger Consideration remaining 150 days after the Paying Agent received each such amount, and thereafter all former Series D Holders will be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar laws) as general creditors with respect to any Merger Consideration then owed to such former Series D Holder, as applicable, payable upon surrender of certificate(s) representing his, her or its Target Stock (or the affidavit of lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder thereof, such Merger Consideration stock certificate as may be required described and pursuant to this the terms of Section 2.4. (v2.6(c) Any portion of the Merger Consideration delivered to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger Consideration. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law). (vii) Buyer shall pay all charges and expenses of the Exchange Agent.

Procedure for Payment. (i) Immediately Within a reasonable time after the Effective Time Buyer will furnish to DurhamTime, Evans, Jones & Pinegar, P.C. (▇▇▇ "Ex▇▇▇▇▇▇ Agent") (A) FEDDERS shall furnish to each of the NYCOR Stockholders a letter of transmittal setting forth the procedure to follow for each of them to surrender their NYCOR Shares and receive one or more stock certificates (issued in the names name of the Papyrus NYCOR Stockholders or their nominees) representing that number of whole Merger FEDDERS Shares issuable to the Papyrus Stockholders equal to the product of (I) the Exchange Ratio times (II) the number of outstanding Papyrus Shares held of record by each Papyrus Stockholder, less the number of Merger Shares to be deposited in the Escrow Fund on such holder's behalf pursuant to Article 7 hereof, and subject to any adjustment in such number resulting from Section 2.4(f), and (B) checks representing presently available funds payable to the Papyrus Stockholders in amounts equal to the sum of (1) cash (without interest) in the amount of the Cash Payment which such holder has the right to receive in accordance with Section 2.4(e) in respect of Papyrus Shares formerly evidenced by such tendered certificate, (2) any dividends or other distributions to which such holder is entitled pursuant to Section 2.4(m), (3) cash (without interest) in respect of fractional shares as provided specified in Section 2.4(i), and (4) any additional cash payment payable to any Unqualified Stockholder or Sophisticated Stockholder pursuant to Section 2.4(f), and (C) the Buyer Note(s2(e) (collectively such Merger Shares, the Buyer Note(sv) and cash consideration, "Merger Consideration")(A) above. (ii) Buyer shall cause the Exchange Agent to mail a letter of transmittal FEDDERS will not pay any dividend or make any distribution on FEDDERS Shares (with instructions for its usea record date at or after the Effective Time) in the form attached hereto as Exhibit B, together with such other customary documents as may be required pursuant to such instructions, including without limitation, a Form W-9 or W-8 to each any record holder of outstanding Papyrus NYCOR Shares for until the holder to use in surrendering the certificates which represent surrenders for exchange his or its Papyrus Shares in exchange for the Merger Consideration payable to such holdercertificates which represented NYCOR Shares. (iii) Upon surrender to In the Exchange Agent of a Papyrus Certificate for cancellation, together with such letter of transmittal and other documents, duly completed and validly executed in accordance with the instructions thereto, the holder of such Papyrus event that any stock certificate representing NYCOR Shares shall be entitled to receive in exchange therefor the Merger Consideration payable to such Holder. Upon delivery of such payment to the Papyrus Stockholder, the Papyrus Certificate so surrendered shall forthwith be canceled. Until so surrendered, each outstanding Papyrus Certificate that, prior to the Effective Time, represented Papyrus Shares will be deemed from and after the Effective Time, for all corporate purposes, other than the payment of dividends, to evidence the ownership of the number of full Merger Shares and the cash consideration described in this Section 2.4(l)(iii). (iv) If any Papyrus Certificates shall have been lost, stolen or destroyed, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed Papyrus Certificates, upon the making of an affidavit of that fact by the holder Person claiming such certificate to be lost, stolen or destroyed, FEDDERS will issue or cause to be issued in exchange for such lost, stolen or destroyed certificate the number of FEDDERS Shares into which such shares are converted in the Merger in accordance with this Section 2(f). When authorizing such issuance in exchange therefor, the Board of Directors of FEDDERS may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such Merger Consideration lost, stolen or destroyed certificate to give FEDDERS a bond in such sum as it may direct as indemnity, or such other form of indemnity, as it shall direct, against any claim that may be required pursuant made against FEDDERS with respect to this Section 2.4the certificate alleged to have been lost, stolen or destroyed. (viv) Any portion No certificates or scrip for fractional FEDDERS Shares will be issued but each holder of NYCOR Shares who would otherwise be entitled to receive a fractional share (if the closing price of the Merger Consideration delivered FEDDERS Class A Shares is $6.25 or higher on the trading day next preceding the Closing Date) shall be entitled to receive, in lieu thereof, cash in an amount equal to such fraction multiplied by the closing price of FEDDERS Class A Shares on The New York Stock Exchange on the trading day immediately prior to the Exchange Agent which remains undistributed to the Papyrus Stockholders one hundred eighty (180) days after the Effective Time shall be delivered to Buyer, upon demand, and any Papyrus Stockholders who have not previously complied with this Section 2.4 shall thereafter look only to Buyer for payment of their claim for the Merger ConsiderationClosing Date. (vi) Notwithstanding anything to the contrary in this Agreement, none of the Exchange Agent, the Surviving Corporation or any party hereto shall be liable to any person for any amount properly paid to a public official pursuant to any applicable abandoned property, escheat or similar law. (vii) Buyer shall pay all charges and expenses of the Exchange Agent.