Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Acceptance Date, Parent shall appoint a bank or trust company to act as agent (the “Depository Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent (the “Paying Agent”) for the purpose of exchanging for the Merger Consideration the Shares pursuant to Section 3.03(a). Promptly after (and in any event no later than the first Business Day after) the Acceptance Date, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 3.03(a) (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the Offer Price in the Offer and the Merger Consideration to holders of Shares in the Merger. (b) Except as provided in this Section 3.04(b), at the Effective Time, holders of Shares shall not be required to take any action with respect to the exchange of their Shares for the Merger Consideration. (i) Any holder of Shares held in direct registry form through the Company’s transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Agent, automatically upon the Effective Time, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as possible after the Effective Time, the Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a), and the Shares so exchanged shall be forthwith canceled. Payment of the applicable Merger Consideration with respect to such Shares shall be made only to the Person in whose name such Shares are registered. (ii) With respect to Shares held, directly or indirectly, through the Depository Trust Company (“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 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 Merger Consideration to which the beneficial owners of such Shares held, directly or indirectly through DTC, shall become entitled pursuant to Section 3.03(a). (iii) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereof. Until exchanged as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05, each Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by Section 3.03(a). (iv) If the payment of any Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Shares surrendered, or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. None of Parent, Purchaser or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under any circumstance. (c) All Merger Consideration paid upon the transfer of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Shares. After the Effective Time, there shall be no further registration of transfers of Shares. (d) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Pursuant to Section 3.2 of the Separation and Distribution Agreement, the Exchange Agent shall hold, for the account of the relevant SpinCo stockholders, book-entry shares representing all of the outstanding shares of SpinCo Common Stock distributed in the Distribution. (b) Prior to the Acceptance DateEffective Time, Parent shall appoint a bank or trust company enter into an exchange agreement in customary form (the “Exchange Agent Agreement”) with the transfer agent of Parent to act as agent (the “Depository Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent (the “Paying Exchange Agent”) for the purpose payment of exchanging for the Merger Consideration the Shares pursuant to Section 3.03(a)Shares. Promptly after (and in any event no later than the first Business Day after) the Acceptance Date, Parent shall deposit, or shall cause to be deposited, Substantially concurrently with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay Exchange Agent, for the aggregate benefit of the SpinCo Holders, for exchange in accordance with this Section 3.2(b) promptly after the Effective Time, book-entry shares representing the Closing Date Merger Consideration payable Shares issuable to the SpinCo Holders pursuant to Section 3.03(a3.1(a)(i) (such book-entry shares of Parent Stock, together with any cash received by the amount deposited Exchange Agent in respect of dividends or distributions with respect thereto pursuant to the immediately preceding sentenceSection 3.2(g), as applicable, the “Payment Exchange Fund”). Following the Effective Time, the Exchange Agent shall deliver, pursuant to instructions from Parent (the “Parent Instructions”), the Closing Date Merger Consideration Shares to be issued pursuant to this Article III out of the Exchange Fund. The Payment Exchange Fund shall not be used for any purpose other than as specified in this Section 3.2(b). The Parent Instructions will also instruct the Exchange Agent to pay establish a contra-CUSIP for each SpinCo Holder to facilitate the Offer Price in issuance of the Offer and the Merger Consideration Reserve Shares, if any, pursuant to holders of Shares in the MergerSection 3.3. (bc) Except as provided in this Section 3.04(b), at the Effective Time, holders of Shares shall not be required to take any action with respect to the exchange of their Shares for the Merger Consideration. (i) Any holder of Shares held in direct registry form through the Company’s transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Agent, automatically upon the Effective Time, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as possible after the Effective Time, the Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a), and the Shares so exchanged shall be forthwith canceled. Payment of the applicable Merger Consideration with respect to such Shares shall be made only to the Person in whose name such Shares are registered. (ii) With respect to Shares held, directly or indirectly, through the Depository Trust Company (“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 As promptly as practicable after the Effective Time, upon surrender of Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed by ParentParent shall cause the Exchange Agent to deliver to each SpinCo Holder, from the Exchange Fund, the Company, the Paying Agent, DTC, DTC’s nominees and shares of Parent Common Stock issuable in respect of such other necessary third-party intermediaries, shares of SpinCo Common Stock pursuant to the Merger Consideration (other than the Reserve Shares). Each SpinCo Holder shall be entitled to which the beneficial owners receive in respect of such Shares held, directly or indirectly through DTC, shall become entitled shares of SpinCo Common Stock held by such Person a book-entry authorization representing the number of whole shares of Parent Common Stock that such holder has the right to receive pursuant to Section 3.03(a3.1(a)(i) (and any dividends or distributions and other amounts pursuant to Section 3.2(g)). (iiid) No interest Each SpinCo Holder shall accrue or be paid on entitled to receive, in respect of the SpinCo Common Stock, the (i) Closing Date Per Share Merger Consideration payable to holders and (ii) Reserve Per Share Merger Consideration that becomes issuable, if any, upon receipt of Shares in accordance with this Section 3.04(b) for an “agent’s message” by the benefit Exchange Agent (or such other evidence, if any, of transfer as the holder thereofExchange Agent may reasonably request). Until exchanged as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05, so transferred each Share such share of SpinCo Common Stock shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the applicable Per Share Merger Consideration as contemplated by Section 3.03(a). (iv) If the payment of any Merger Consideration is to be made to a Person other than the Person payable in whose name the surrendered Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the respect thereof. Upon payment of the Per Share Merger Consideration to a Person other than the registered holder of the Shares surrendered, or shall have established pursuant to the satisfaction provisions of the Surviving Corporation that such Taxes either have been paid or are not applicable. None of Parent, Purchaser or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under any circumstance. (c) All Merger Consideration paid upon the transfer 3.2, each share of Shares in accordance with the terms hereof SpinCo Common Stock so transferred shall immediately be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Sharescancelled. After At the Effective Time, there shall Parent will reserve, out of its authorized capital stock, a number of shares of Parent Common Stock equal to the Reserve Shares, which such Reserve Shares will be no further registration issued, if any, pursuant to the terms of transfers of SharesSection 3.3. (de) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto[Reserved.]

Surrender and Payment. (a) Prior to the Acceptance DateEffective Time, Parent shall appoint a bank Acquiom Financial LLC as the payment agent (or trust company such other nationally recognized payment agent agreed to between the parties) (the “Payment Agent”) to act as agent (for the “Depository Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that Company’s stockholders who shall become entitled to receive the aggregate Offer Price funds pursuant to Section 2.01(d) and this Agreement, including as agent (the “Paying Agent”) for the purpose of exchanging surrendering, for the Per Share Merger Consideration Consideration, Certificates, and, as applicable for the Shares pursuant Warrant Payments, Warrant Certificates; provided, however, that any references herein to Section 3.03(a)“Certificates” or “Warrant Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock or Company Warrants, as applicable. Promptly after (and in any event no later than the first Business Day after) the Acceptance Date, Parent shall deposit, At or shall cause prior to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Payment Agent cash sufficient to pay the aggregate Merger Consideration payable pursuant to Section 3.03(a) (together with the an amount deposited pursuant equal to the immediately preceding sentence, Aggregate Consideration (the “Payment Fund”) (less the portion of the Aggregate Consideration payable in respect of the Company RSU Awards and Company Stock Options, the amount of which shall be contributed by Parent to the Surviving Corporation and shall be payable by the Surviving Corporation through normal payroll processes, subject to applicable withholding in accordance with Section 2.09, not later than the first normal payroll date that occurs at least two (2) Business Days after the Closing Date). The Payment Fund shall not be used for any purpose other than purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Payment Agent, in connection with the conversion of shares of Company Common Stock into the right to pay receive the Offer Price in the Offer and the Per Share Merger Consideration in respect of each of such shares. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Payment Agent to holders send, to each record holder of Shares shares of Company Common Stock as of immediately prior to the Effective Time whose shares were converted into the right to receive the Per Share Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the MergerCompany (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.10) to the Payment Agent for use in such exchange). (b) Except as provided in this Section 3.04(b), at Each holder of shares of Company Common Stock that have been converted into the Effective Time, holders of Shares right to receive the Per Share Merger Consideration shall not be required entitled to take any action with respect to receive the exchange of their Shares for the Per Share Merger Consideration. Consideration (i) Any holder in respect of Shares held in direct registry form through each share of Company Common Stock represented by a Certificate, promptly, upon surrender to the Company’s transfer agentPayment Agent of such Certificate, Equiniti Trust Company, LLC (formerly known together with a duly completed and validly executed letter of transmittal and such other documents as American Stock Transfer & Trust Company, LLC) (may reasonably be requested by the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Payment Agent, automatically upon the Effective Time, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as possible after the Effective Time, the Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a), and the Shares so exchanged shall be forthwith canceled. Payment of the applicable Merger Consideration with respect to such Shares shall be made only to the Person in whose name such Shares are registered. or (ii) With respect to Shares held, directly receipt of an “agent’s message” by the Payment Agent (or indirectly, through the Depository Trust Company (“DTC”), Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary thirdevidence, if any, of transfer as the Payment Agent may reasonably request) in the case of a book-party intermediaries entry transfer of shares of Company Common Stock, and, in each case, delivery to ensure that the Paying Payment Agent will transmit to DTC or its nominees as promptly as practicable after the Effective Time, upon surrender of Shares held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures documents as agreed may reasonably be requested by Parent, the Company, the Paying Payment Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, the Merger Consideration to which the beneficial owners of such Shares held, directly or indirectly through DTC, shall become entitled pursuant to Section 3.03(a). (iii) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereof. Until exchanged as contemplated by this Section 3.04(b) so surrendered or as otherwise contemplated in Section 3.05transferred, each Share such Certificate shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the applicable Per Share Merger Consideration as contemplated with respect to each share of Company Common Stock represented by Section 3.03(a)such Certificate. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate. (ivc) If any portion of the payment of any Per Share Merger Consideration is to be made paid to a Person other than the Person in whose name the surrendered Shares Certificate is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall have paid all pay to the Payment Agent any transfer and or other similar Taxes Tax required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of the Shares surrendered, such Certificate or shall have established establish to the satisfaction of the Surviving Corporation Payment Agent that such Taxes either have Tax has been paid or are is not applicable. None of Parentpayable. (d) Promptly following the Closing (and in any event within three (3) Business Days following the Closing), Purchaser or Parent and the Surviving Corporation shall have any liability will cause the Payment Agent to mail or otherwise provide to each Registered Holder (as of immediately prior to the Effective Time) of (x) a certificate or certificates that immediately prior to the Effective Time represented outstanding Company Warrants (the “Warrant Certificates”) or (y) uncertificated Company Warrants (the “Uncertificated Warrants”), (i) instructions for use in effecting the surrender of the Warrant Certificates or Uncertificated Warrants in exchange for the Warrant Payment payable in respect thereof pursuant to Section 2.07, and (ii) in the case of a holder of record of a Warrant Certificate, a customary form letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Warrant Certificate (or affidavits of loss in lieu thereof)). Upon surrender of Warrant Certificates for cancellation to the Payment Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, the holders of such Warrant Certificates will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment as set forth in Section 2.07, and the Warrant Certificates so surrendered will forthwith be cancelled. Upon receipt of an “agent’s message” by the Payment Agent (or such other evidence, if any, of transfer as the Payment Agent may reasonably request) in the case of Uncertificated Warrants, the holders of such Uncertificated Warrants will be entitled to receive in exchange therefor an amount in cash equal to the Warrant Payment set forth in Section 2.07, and other similar Taxes described such Uncertificated Warrant so surrendered will be cancelled. The Payment Agent will accept such Warrant Certificates and Uncertificated Warrants upon compliance with such reasonable terms and conditions as the Payment Agent may impose to cause an orderly exchange thereof in accordance with normal exchange practices. No interest will be paid or accrued for the benefit of holders of the Warrant Certificates and Uncertificated Warrants on the Warrant Payment payable upon the surrender of such Warrant Certificates or Uncertificated Warrants pursuant to this Section 3.04(b)(iv) under any circumstance2.04(d). (ce) All Merger Consideration cash amounts properly paid upon the transfer surrender of Shares Certificates or Warrant Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares shares of Company Common Stock formerly represented by such Shares. After Certificate or Warrant Certificate and from and after the Effective Time, there shall be no further registration of transfers of Sharesshares of Company Common Stock on the stock transfer books, or transfers of Company Warrants on the warrant register, of the Surviving Corporation. If, after the Effective Time, Certificates or Warrant Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Per Share Merger Consideration with respect to each share of Company Common Stock represented by such Certificate, or, if applicable, Warrant Payment represented by such Warrant Certificate, in accordance with the procedures set forth in this Article 2. (df) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) Payment Fund that remains unclaimed by the holders of Shares shares of Company Common Stock or Company Warrants, as applicable, twelve (12) months after the Effective Time shall be returned delivered to Parentthe Surviving Corporation, upon demand, and any such holder who has not exchanged such Shares shares of Company Common Stock or Company Warrants (without prejudice to the terms of the Warrant Agreement) for the Per Share Merger Consideration in accordance with this Section 3.04 2.04 prior to that time shall thereafter look only to Parent or the Surviving Corporation for payment of the Merger Consideration cash to which they are otherwise entitled in respect accordance with the procedures set forth in this Article 2, without interest. None of such Shares without any interest thereon. Notwithstanding Parent, the foregoing, Parent Surviving Corporation or the Payment Agent shall not be liable to any holder of Shares shares of Company Common Stock or Company Warrants for any amount paid cash amounts properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares immediately prior to such time when Applicable Law. (g) Promptly following the amounts would otherwise escheat to or become property of any Governmental Authority Closing, the Surviving Corporation shall become, submit a written notice to the extent permitted by Applicable LawEscrow Agent, in a form reasonably acceptable to the property of Parent free and clear of any claims or interest of any Person previously entitled theretoEscrow Agent, certifying that the Merger has been consummated, in order for the Escrow Securities to be released to the Surviving Corporation for cancellation.

Surrender and Payment. (a) Prior On or prior to the Acceptance DateTime, Parent shall appoint a bank or trust company or similar entity reasonably acceptable to the Company which is authorized to exercise corporate trust or stock powers to act as paying agent with respect to the Offer and exchange agent in the Merger (the “Depository Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent (the “Paying Exchange Agent”) for the purpose of paying for the shares tendered in the Offer at the Offer Price or exchanging for the Merger Consideration (i) certificates representing Shares (the “Certificates”) or (ii) uncertificated Shares (the “Uncertificated Shares”). At the Effective Time or as promptly as practicable thereafter (but in no event later than 9:00 a.m., New York City time, on the Business Day following the Acceptance Time), Parent shall provide the Exchange Agent funds representing the aggregate Merger Consideration to be paid in respect of the Certificates and the Uncertificated Shares pursuant to Section 3.03(a3.02(a) (the “Exchange Fund”). Promptly after (and in any event no later than ; provided, that the first Business Day after) Company shall, at the Acceptance Daterequest of Parent, Parent shall deposit, or shall cause to be deposited, deposit with the Depository Exchange Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d). As of at the Effective Time, Parent shall deposit, Time (or shall cause to be deposited, with the Paying Agent cash sufficient to pay the as promptly as practicable thereafter) a portion of such aggregate Merger Consideration payable pursuant and/or consideration to be paid for Shares accepted for purchase in the Offer, from the Company’s Cash on Hand as specified in such request. The Exchange Agent shall cause the Exchange Fund to be (i) held for the benefit of the holders of Shares and (ii) promptly applied to making the payments for the shares tendered in the Offer provided for in Section 3.03(a) (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”3.02(a). The Payment Exchange Fund shall not be used for any purpose other than to pay the Offer Price that is not provided for herein. The Exchange Agent shall invest any cash included in the Offer Exchange Fund, in direct obligations of the United States of America, obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of all principal and interest, or as otherwise directed by Parent. Any interest and other income resulting from such investments shall be kept in the Exchange Fund. To the extent that there are losses with respect to such investments, or the Exchange Fund diminishes for other reasons below the level required to make prompt payments of the Merger Consideration as contemplated hereby, Parent shall promptly replace or restore the portion of the Exchange Fund lost through investments or other events so as to holders ensure that the Exchange Fund is, at all times, maintained at a level sufficient to make such payments. Any interest or other income resulting from the investment of Shares in such funds shall be the Mergerproperty of Parent. (b) Except as provided Promptly after the Effective Time (and in this Section 3.04(bany event within three (3) Business Days), Parent shall send, or shall cause the Exchange Agent to send, to each holder of Shares at the Effective TimeTime a letter of transmittal and instructions (which shall specify that the delivery shall be effected, holders and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Uncertificated Shares shall not be required to take any action with respect to the exchange of their Shares Exchange Agent) for the Merger Consideration. (i) Any use in such exchange. Each holder of Shares held in direct registry form through that have been converted into the Company’s transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (right to receive the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Agent, automatically upon the Effective Time, Merger Consideration shall be entitled to receive, and Parent shall cause upon (i) surrender to the Paying Exchange Agent to pay and deliver of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as promptly the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, or, in each case, such other documents as possible after may be reasonably required by the Effective TimeExchange Agent or Parent, the Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a), and the Shares so exchanged shall be forthwith canceled. Payment of the applicable Merger Consideration with respect to such Shares shall be made only to the Person in whose name such Shares are registered. (ii) With respect to Shares held, directly payable for each Share represented by a Certificate or indirectly, through the Depository Trust Company (“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 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 Merger Consideration to which the beneficial owners of such Shares held, directly or indirectly through DTC, shall become entitled pursuant to Section 3.03(a). (iii) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereofeach Uncertificated Share. Until exchanged so surrendered or transferred, as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05the case may be, each such Certificate or Uncertificated Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the applicable Merger Consideration as contemplated by Section 3.03(a)Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Uncertificated Share. (ivc) If any portion of the payment of any Merger Consideration is to be made paid to a Person other than the Person in whose name the surrendered Shares Certificate or the transferred Uncertificated Share is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or, in the case of Uncertificated Shares, that such documentation as may be reasonably requested by the Exchange Agent is provided and (ii) the Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other similar Taxes required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of the Shares surrendered, such Certificate or shall have established Uncertificated Share or establish to the satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have Tax has been paid or is not payable. Payment of the applicable Merger Consideration with respect to Uncertificated Shares shall only be made to the Person in whose name such Uncertificated Shares are not applicable. None of Parent, Purchaser or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under any circumstanceregistered. (cd) All Merger Consideration paid upon At the transfer of Effective Time, (i) all Shares in accordance with issued and outstanding immediately prior to the terms hereof Effective Time shall be deemed automatically canceled and retired and shall cease to exist, and all holders of Certificates representing Shares, and all holders of Uncertificated Shares representing Shares, that were outstanding immediately prior to the Effective Time shall, in each case, cease to have been paid in full satisfaction any rights as stockholders of the Company and (ii) the stock transfer books of the Company shall be closed with respect to all rights pertaining Shares outstanding immediately prior to the Shares formerly represented by such SharesEffective Time. After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth in, this Article 3. (de) Any portion of the Merger Consideration made available to the Paying Exchange Agent pursuant to Section 3.04(a3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve (12) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 3.04 3.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Prior to the Acceptance DateEffective Time and LLC Merger Effective Time, as applicable, Parent shall appoint a bank the Company’s transfer agent or trust company another nationally recognized financial institution (the identity and terms of appointment of which shall be reasonably acceptable to the Company) to act as exchange agent in the Corporate Merger and the LLC Merger (the “Depository Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent (the “Paying Exchange Agent”) for the purpose of (i) exchanging for each share of Company Common Stock outstanding immediately prior to the Merger Consideration Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Shares pursuant to Section 3.03(a). Promptly after (and Effective Time, in any event no later each case, other than the first Business Day afterCancelled Shares, and (ii) exchanging each OpCo Class A Common Unit (other than the Acceptance Date, Parent shall deposit, or shall cause Cancelled Units and the Excluded Units) outstanding immediately prior to be deposited, with the Depository Agent cash sufficient LLC Merger Effective Time represented by a Book-Entry Unit outstanding immediately prior to make the payment of LLC Merger Effective Time. Prior to the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time and LLC Merger Effective Time, Parent shall deposit, (i) deposit or shall cause to be deposited, deposited with the Paying Exchange Agent cash sufficient an aggregate number of shares of Parent Common Stock equal to pay the aggregate Corporate Merger Consideration payable to be delivered in respect of the shares of Company Common Stock and the LLC Merger Consideration to be delivered in respect of the OpCo Class A Common Units pursuant to Section 3.03(a3.01 and Section 3.02, as applicable, and (ii) to the extent required, deposit or cause to be deposited with the Exchange Agent any cash payable in lieu of fractional shares pursuant to Section 3.03(h) (together with the amount deposited pursuant such consideration shall be referred to the immediately preceding sentence, in this Agreement as the “Payment Exchange Fund”). The Payment Exchange Agent shall, pursuant to written instructions by ▇▇▇▇▇▇, deliver the Parent Common Stock comprising the Corporate Merger Consideration and LLC Merger Consideration contemplated to be issued pursuant to Section 3.01 and Section 3.02, and any cash payable in lieu of fractional shares pursuant to Section 3.03(h), out of the Exchange Fund. The Exchange Fund shall not be used for any purpose other than to pay the Offer Price in the Offer and the Merger Consideration to holders of Shares in the Mergerpurpose. (b) Except As soon as provided in this Section 3.04(b), at reasonably practicable after the Effective Time and the LLC Merger Effective Time, holders as applicable, and in any event not later than the second (2nd) Business Day following the Effective Time and the LLC Merger Effective Time, as applicable, Parent will cause the Exchange Agent to send to each holder of Shares shall not be required to take any action with respect record of (i) an outstanding share of Company Common Stock represented by a Certificate or an outstanding Book-Entry Share immediately prior to the Effective Time (other than the Cancelled Shares) and (ii) an outstanding Book-Entry Unit immediately prior to the LLC Merger Effective Time (other than the Cancelled Units and the Excluded Units) (x) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or Book-Entry Units, as applicable, to the Exchange Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of shares of Company Common Stock outstanding immediately prior to the Effective Time and entitled to Corporate Merger Consideration pursuant to Section 3.02 and the OpCo Class A Common Units outstanding immediately prior to the LLC Merger Effective Time and entitled to LLC Merger Consideration pursuant to Section 3.02 to the Exchange Agent, and (y) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares or Book-Entry Units, as applicable, in exchange of their Shares for the Corporate Merger Consideration or LLC Merger Consideration, as applicable, in such form as Parent and the Company may reasonably agree. (ic) Any Upon the surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares or Book-Entry Units, as applicable, for cancellation to the Exchange Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, including the Withholding Certificate from holders of OpCo Class A Common Units and such other documents as may be reasonably required pursuant to such instructions, the holder of Shares held in direct registry form through such shares of Company Common Stock or OpCo Class A Common Units represented by such Certificate as of immediately prior to the Company’s transfer agent, Equiniti Trust Company, Effective Time or the LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Agent, automatically upon the Merger Effective Time, as applicable, or of such Book-Entry Share or Book-Entry Unit immediately prior to the Effective Time or the LLC Merger Effective Time, as applicable, shall be entitled to receivereceive in exchange therefor (i) the Corporate Merger Consideration or LLC Merger Consideration, and Parent as applicable, pursuant to the provisions of this Article III, which shall cause represent, in the Paying Agent to pay and deliver as promptly as possible after the Effective Timeaggregate, the Merger Consideration whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to this Section 3.03 and (ii) a check in the amount equal to any cash payable in lieu of fractional shares which such holder has the right to receive pursuant to Section 3.03, in each case, less any applicable withholding Taxes provided, that, the Certificates, Book-Entry Shares or Book-Entry Units surrendered shall become entitled pursuant Section 3.03(a), and the Shares so exchanged shall forthwith be forthwith canceled. Payment In the event of a transfer of ownership of a share of Company Common Stock or an OpCo Class A Common Unit that is not registered in the transfer records of the applicable Company or OpCo, as applicable, payment of the appropriate amount of Corporate Merger Consideration with respect to such Shares shall or LLC Merger Consideration may be made only to a Person other than the Person in whose name the Certificate, Book-Entry Share or Book-Entry Unit so surrendered is registered, if such Shares are registered. Certificate shall be properly endorsed or otherwise be in proper form for transfer (iiand accompanied by all documents reasonably required by the Exchange Agent and Parent) With respect to Shares held, directly or indirectly, through the Depository Trust Company (“DTC”), Parent and the Company such Book-Entry Share or Book-Entry Unit 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 be properly transferred. No interest shall be paid or its nominees as promptly as practicable after the Effective Time, accrue on any Corporate Merger Consideration or LLC Merger Consideration payable upon surrender of Shares held of record by DTC any Certificate, Book-Entry Share 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 thirdBook-party intermediaries, the Merger Consideration to which the beneficial owners of such Shares held, directly or indirectly through DTC, shall become entitled pursuant to Section 3.03(a). (iii) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereofEntry Unit. Until exchanged as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05so surrendered, each such Certificate, Book-Entry Share shall be deemed at any time or Book-Entry Unit shall, after the Effective Time to or LLC Merger Effective Time, as applicable, represent for all purposes only the right to receive the applicable such Corporate Merger Consideration or LLC Merger Consideration, as contemplated by Section 3.03(a)applicable. (ivd) If the any payment of any Merger Consideration is to be made to a Person other than the Person in whose name the applicable surrendered Shares Certificate, Book-Entry Share or Book-Entry Unit is registered on the stock transfer books of the Companyregistered, it shall be a condition of such payment that the Person requesting such payment shall have paid all transfer and other similar pay, or cause to be paid, any Transfer Taxes required by reason of the making of such payment of the Merger Consideration to a Person other than the registered holder of the Shares surrenderedsurrendered Certificate, Book-Entry Unit or Book-Entry Share or shall have established establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have been paid or are not applicable. None of Parent, Purchaser or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under any circumstancepayable. (ce) All Merger Consideration paid upon the transfer of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Shares. After the Effective Time and LLC Merger Effective Time, as applicable, there shall be no further registration of transfers of Sharesshares of Company Common Stock or OpCo Class A Common Units that were issued and outstanding immediately prior to the Effective Time or the LLC Merger Effective Time, as applicable. From and after the Effective Time and the LLC Merger Effective Time, as applicable, the holders of outstanding shares of Company Common Stock represented by Certificates or Book-Entry Shares prior to the Effective Time and the holders of outstanding OpCo Class A Common Units represented by Book-Entry Units outstanding immediately prior to the LLC Merger Effective Time shall cease to have any rights with respect to such shares of Company Common Stock and OpCo Class A Common Units, except as otherwise provided in this Agreement or by Applicable Law. If, after the Effective Time and the LLC Merger Effective Time, as applicable, Certificates, Book-Entry Shares or Book-Entry Units are presented to the Exchange Agent, the Surviving Corporation, the Surviving LLC or Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article III. (df) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) Exchange Fund that remains unclaimed by the holders of Shares twelve months shares of Company Common Stock or OpCo Class A Common Units after the date which is one (1) year following the Effective Time shall be returned to Parent, or transferred as otherwise directed by ▇▇▇▇▇▇, upon demand, and any such . Any holder of shares of Company Common Stock or OpCo Class A Common Units who has not exchanged such Shares for the Merger Consideration his, her or its shares of Company Common Stock or OpCo Class A Common Units in accordance with this Section 3.04 3.03 prior to that time shall thereafter look only to Parent for payment delivery of the Corporate Merger Consideration or LLC Merger Consideration in respect of such holder’s shares of Company Common Stock or OpCo Class A Common Units. Parent shall pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of Certificates, Book-Entry Shares without any interest thereonor Book-Entry Units for the Corporate Merger Consideration or LLC Merger Consideration. Notwithstanding the foregoing, Parent none of Parent, the Company, the Surviving Corporation or the Surviving LLC shall not be liable to any Person, including any holder of Shares shares of Company Common Stock, OpCo Class A Common Units or Company Stock Awards, including for any amount paid Corporate Merger Consideration, LLC Merger Consideration, OpCo Unit Consideration, RSU Consideration and Restricted Stock Consideration that is required to be delivered to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any amounts Corporate Merger Consideration or LLC Merger Consideration remaining unclaimed by holders of Shares shares of Company Common Stock or OpCo Class A Common Units three (3) years after the Effective Time or LLC Merger Effective Time, as applicable, (or such earlier date immediately prior to such time when the as such amounts would otherwise escheat to or become property of any Governmental Authority shall becomegovernmental body, agency, authority or entity) shall, to the extent permitted by Applicable Lawapplicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (g) All Corporate Merger Consideration, LLC Merger Consideration, OpCo Unit Consideration, RSU Consideration and Restricted Stock Consideration issued or paid upon conversion of the shares of Company Common Stock, OpCo Class A Common Units or the Company Stock Awards, as applicable, in accordance with the terms of this Agreement, shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such shares of Company Common Stock, OpCo Class A Common Units or Company Stock Awards, as the case may be. (h) Notwithstanding anything in this Agreement to the contrary, no fractional shares of Parent Common Stock will be issued upon the conversion of shares of Company Common Stock or OpCo Class A Common Units pursuant to Article III. In lieu of any such fractional shares, each holder of such Company Common Stock Certificates, Book-Entry Shares or Common Units who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded down to the nearest cent, equal to the product of (a) the amount of the fractional share interest in a share of Parent Common Stock to which such holder would, but for this Section 3.03(h), be entitled under Section 3.01(a), Section 3.02(a), Section 3.02(d) and Section 3.06(b) and (b) an amount equal to $162.4043. No holder of shares of Company Common Stock or Opco Class A Common Units shall be entitled by virtue of the right to receive cash in lieu of fractional shares of Parent Common Stock described in this Section 3.03(h) to any dividends, voting rights or any other rights in respect of any fractional share of Parent Common Stock. The payment of cash in lieu of fractional shares of Parent Common Stock is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the exchange. Notwithstanding anything to the contrary herein, the consideration to be issued under this Article III shall be aggregated on a per holder basis when calculating the amount of cash to be paid under this Article III in respect of fractional shares.

Surrender and Payment. (a) a. Prior to the Acceptance DateEffective Time, Parent shall appoint a bank or trust company an agent reasonably acceptable to act as agent ▇▇▇▇▇ and Reading (the “Depository "Exchange Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent (the “Paying Agent”") for the purpose of exchanging for the Merger Consideration the Shares pursuant ▇▇▇▇▇ and Reading Stock Certificates formerly representing ▇▇▇▇▇ and Reading Stock, as applicable. At or prior to Section 3.03(a). Promptly after (and in any event no later than the first Business Day after) the Acceptance Date, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time, Parent shall depositdeposit with the Exchange Agent for the benefit of the holders of ▇▇▇▇▇ and Reading Stock, or shall cause for exchange in accordance with this Section 3.2 through the Exchange Agent, (i) as of the Effective Time, certificates representing the ▇▇▇▇▇ and Reading Stock Merger Consideration to be deposited, with the Paying Agent cash sufficient to pay the aggregate Merger Consideration payable issued pursuant to Section 3.03(a3.1(a) and Section 3.1(b), as applicable, and (together with the amount deposited ii) from time to time as necessary, cash to be paid in lieu of fractional shares pursuant to Section 3.4 (such certificates for the immediately preceding sentence, ▇▇▇▇▇ and Reading Stock Merger Consideration and such cash being hereinafter referred to as the “Payment "Exchange Fund”"). The Payment Exchange Agent shall, pursuant to irrevocable instructions, deliver the ▇▇▇▇▇ and Reading Stock Merger Consideration, as applicable, in exchange for surrendered ▇▇▇▇▇ and Reading Stock Certificates formerly representing ▇▇▇▇▇ and Reading Stock pursuant to Section 3.1 out of the Exchange Fund. Except as contemplated by Section 3.2(e), the Exchange Fund shall not be used for any purpose other than to pay the Offer Price in the Offer and the Merger Consideration to holders of Shares in the Mergerpurpose. (b) Except as provided in this Section 3.04(b), at the Effective Time, holders of Shares shall not be required to take any action with respect to the exchange of their Shares for the Merger Consideration. (i) Any holder of Shares held in direct registry form through the Company’s transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Agent, automatically upon the Effective Time, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as possible b. Promptly after the Effective Time, Parent will send, or will cause the Exchange Agent to send, to each holder of a ▇▇▇▇▇ and Reading Stock Certificate or Certificates, as applicable, that immediately prior to the Effective Time represented outstanding ▇▇▇▇▇ and Reading Stock a letter of transmittal and instructions for use in effecting the exchange of such ▇▇▇▇▇ and Reading Stock Certificate or Certificates, as applicable, for certificates representing the ▇▇▇▇▇ and Reading Stock Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a)and, and the Shares so exchanged shall be forthwith canceledif applicable, cash in lieu of fractional shares. Payment of the applicable Merger Consideration with respect to such Shares Provision also shall be made only for holders of ▇▇▇▇▇ and Reading Stock Certificates to procure in person immediately after the Person Effective Time a letter of transmittal and instructions and to deliver in whose name person immediately after the Effective Time such Shares are registeredletter of transmittal and ▇▇▇▇▇ and Reading Stock Certificates in exchange for the ▇▇▇▇▇ and Reading Stock Merger Consideration and, if applicable, cash, in lieu of fractional shares. (ii) With respect to Shares held, directly or indirectly, through the Depository Trust Company (“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 c. After the Effective Time, ▇▇▇▇▇ Common Stock Certificates, ▇▇▇▇▇ Common Preference Stock Certificates and Reading Common Stock Certificates shall represent the right, upon surrender of 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, thereof to the Company, the Paying Exchange Agent, DTCtogether with a duly executed and properly completed letter of transmittal relating thereto, DTC’s nominees and to receive in exchange therefor that number of whole shares of Parent Class A Stock, and, if applicable, cash that such other necessary third-party intermediaries, the Merger Consideration to which the beneficial owners of such Shares held, directly or indirectly through DTC, shall become entitled pursuant to Section 3.03(a). (iii) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereof. Until exchanged as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05, each Share shall be deemed at any time after the Effective Time to represent only has the right to receive pursuant to Sections 3.1 and 3.4 after giving effect to any required tax withholding, and the applicable Merger Consideration as contemplated by Section 3.03(a)▇▇▇▇▇ Common Stock Certificates, ▇▇▇▇▇ Common Preference Stock Certificates and Reading Common Stock Certificates so surrendered shall be canceled. No interest will be paid or will accrue on any cash amount payable upon the surrender of any such ▇▇▇▇▇ Common Stock Certificates, ▇▇▇▇▇ Common Preference Stock Certificates and Reading Common Stock Certificates. (iv) d. If the payment any shares of any Merger Consideration is Parent Class A Stock are to be made issued and/or cash to a Person other than the Person in whose name the surrendered Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Shares surrendered▇▇▇▇▇ Common Stock Certificates, ▇▇▇▇▇ Preference Stock Certificates or Reading Common Stock Certificates surrendered in exchange therefor, it shall have established be a condition to such issuance that the ▇▇▇▇▇ Common Stock Certificates, ▇▇▇▇▇ Preference Stock Certificates or Reading Common Stock Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such issuance shall pay to the Exchange Agent any transfer or other taxes required as a result of such issuance to a Person other than the registered holder or establish to the satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have tax has been paid or are is not applicable. None For purposes of Parentthis Agreement, Purchaser "Person" means an individual, a corporation, a limited-liability company, a partnership, an association, a trust or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under entity or organization, including a governmental or political subdivision or any circumstanceagency or instrumentality thereof. (c) All Merger Consideration paid upon the transfer of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Shares. After the Effective Time, there shall be no further registration of transfers of Shares. (d) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Prior to the Acceptance DateEffective Time, Parent shall appoint select a reputable bank or trust company (the identity of which shall be reasonably acceptable to the Company) to act as agent (Paying Agent in the “Depository Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent Merger (the “Paying Agent”) for the purpose payment of exchanging for (i) the Merger Consideration in respect of each share of Company Common Stock outstanding immediately prior to the Shares pursuant Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to Section 3.03(a). Promptly after (and in any event no later than the first Business Day after) the Acceptance Date, Parent shall deposit, or shall cause to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time, in each case, other than the Cancelled Shares and except for any Dissenting Shares and (ii) the Option Consideration payable by the Paying Agent pursuant to Section 3.05. Concurrently with the Effective Time and subject to Section 3.05(a), Parent shall deposit, deposit or shall cause to be deposited, deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration payable pursuant and Option Consideration required to Section 3.03(a) be paid by the Paying Agent in accordance with this Agreement (together with the amount deposited pursuant such cash shall be referred to the immediately preceding sentence, in this Agreement as the “Payment Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the Merger Consideration contemplated by Section 3.01 or the Option Consideration contemplated by Section 3.05, Parent shall promptly deposit or cause to be deposited additional funds with the Paying Agent in an amount that is equal to the deficiency in the amount required to make such payment. The Payment Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued pursuant to Section 3.01 and the Option Consideration contemplated to be issued pursuant to Section 3.05 out of the Exchange Fund. The Exchange Fund shall not be used for any purpose other than to pay the Offer Price in the Offer and the Merger Consideration to holders of Shares in the Mergerpurpose. (b) Except As soon as provided reasonably practicable after the Effective Time and in this Section 3.04(b), at any event not later than the third Business Day following the Effective Time, holders Parent will cause the Paying Agent to send to each holder of Shares shall not be required to take any action with respect record of a Certificate that immediately prior to the Effective Time represented shares of Company Common Stock (other than the Cancelled Shares and except for any Dissenting Shares) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange of their Shares for the Merger Consideration. (ic) Any Upon the later of the Effective Time and surrender of a Certificate (or affidavit of loss in lieu thereof) for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the holder of Shares held such Certificate shall be entitled to receive in direct registry form through the Company’s transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Company Transfer Agent”) shall, subject to compliance with customary procedures of exchange therefor and Parent shall cause the Paying Agent to pay in exchange therefor as promptly as practicable, the Merger Consideration pursuant to the provisions of this Article 3, and the Certificates surrendered shall forthwith be cancelled. In the event of a transfer of ownership of Company Transfer Common Stock that is not registered in the transfer records of the Company, payment of the appropriate amount of Merger Consideration 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 accompanied by all documents reasonably required by the Paying Agent) and as a condition to such payment the Person requesting such payment shall pay, or cause to be paid, any transfer or other Taxes required by reason of the payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of Parent that such Tax has been paid or is not applicable. No interest shall be paid or accrue on any cash payable upon surrender of any Certificate. (d) Notwithstanding anything to the contrary contained in this Agreement, any holder of Book-Entry Shares shall not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to this Article 3. In lieu thereof, each holder of record of one or more Book-Entry Shares whose shares of Company Common Stock were converted into the right to receive the Merger Consideration shall automatically upon the Effective Time, Time (or at any later time at which such Book-Entry Shares shall be so converted) be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as possible practicable after the Effective Time, in respect of each such Book-Entry Share, the Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a), and the Shares so exchanged Consideration. No interest shall be forthwith canceled. Payment paid or accrue on any cash payable to holders of the applicable Merger Consideration with respect to such Shares shall be made only to the Person in whose name such Shares are registeredBook-Entry Shares. (iie) With respect Prior to Shares held, directly or indirectly, through the Depository Trust Company (“DTC”)Effective Time, Parent and the Company shall cooperate to establish procedures with the Paying Agent, Agent and the Depository Trust Company (“DTC, DTC’s nominees and such other necessary third-party intermediaries ”) to ensure that (i) if the Closing occurs at or prior to 2:00 p.m. Eastern time on the Closing Date, the Paying Agent will transmit to DTC or its nominees as promptly as practicable after on the Effective Time, upon surrender Closing Date an amount in cash in immediately available funds equal to the number of Shares shares of Company Common Stock held of record by DTC or its nominees in accordance with DTC’s customary surrender procedures and such other procedures as agreed nominee immediately prior to the Effective Time multiplied by Parentthe Merger Consideration (such amount, the Company“DTC Payment”), and (ii) if the Closing occurs after 2:00 p.m. Eastern time on the Closing Date, the Paying Agent, DTC, DTC’s nominees and such other necessary third-party intermediaries, Agent will transmit to DTC or its nominee on the Merger Consideration first Business Day after the Closing Date an amount in cash in immediately available funds equal to which the beneficial owners of such Shares held, directly DTC Payment. No interest shall be paid or indirectly through DTC, shall become entitled pursuant to Section 3.03(a)accrue on the DTC Payment. (iiif) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereof. Until exchanged as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05, each Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by Section 3.03(a). (iv) If the payment of any Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Shares surrendered, or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. None of Parent, Purchaser or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under any circumstance. (c) All Merger Consideration paid upon the transfer of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Shares. After the Effective Time, there shall be no further registration of transfers of Sharesshares of Company Common Stock. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing shares of Company Common Stock outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such shares of Company Common Stock, except as otherwise provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 3. (dg) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) Exchange Fund that remains unclaimed by the holders of Shares twelve months shares of Company Common Stock or holders of Company Options after the date which is one year following the Effective Time shall be returned to Parent, Parent upon demand, and any such . Any holder of shares of Company Common Stock who has not exchanged such Shares his, her or its shares of Company Common Stock for the Merger Consideration in accordance with this Section 3.04 3.02 and any holder of a Company Option who has not received the Option Consideration in accordance with Section 3.05 prior to that time shall thereafter look only to Parent for payment delivery of the Merger Consideration or Option Consideration in respect of such Shares without any interest thereonholder’s shares of Company Common Stock or Company Options. Notwithstanding the foregoing, Parent none of Parent, the Company or the Surviving Corporation shall not be liable to any holder of Shares shares of Company Common Stock or Company Options for any amount paid Merger Consideration or Option Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts Merger Consideration remaining unclaimed by holders shares of Shares immediately prior to Company Common Stock at such time when the at which such amounts would otherwise escheat to or become property of any Governmental Authority shall will become, to the extent permitted by Applicable Law, the property of Parent or its designee, free and clear of any all claims or interest interests of any Person previously entitled thereto. (h) All Merger Consideration or Option Consideration issued and paid upon conversion of the Company Common Stock or the Company Options, respectively, in accordance with the terms of this Agreement, shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Common Stock or Company Options, as the case may be. (i) Any portion of the Merger Consideration deposited with the Paying Agent pursuant to this Section 3.02 to pay for shares of Company Common Stock for which appraisal rights shall have been perfected shall be returned to Parent upon demand.

Surrender and Payment. (a) Prior to After promptly as practicable (and in any event within five (5) Business Days) after the Acceptance Datedate of this Agreement, Parent and Purchaser shall (i) appoint a bank or trust company the Depositary to act as agent (the “Depository Agent”) for purposes of receiving Shares that are validly tendered in the Offer and paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent (the “Paying Agent”) for the purpose of exchanging for the Merger Consideration the Shares pursuant to Section 3.03(a). Promptly after ) and (and in any event no later than the first Business Day afterii) the Acceptance Date, Parent shall deposit, deposit or shall cause to be deposited, deposited with the Depository Agent Depositary cash sufficient to make the payment of pay the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time, Parent shall deposit, or shall cause to be deposited, with the Paying Agent cash sufficient to pay ) and the aggregate Merger Consideration payable pursuant to Section 3.03(a) (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to pay the Offer Price in the Offer and to pay the Merger Consideration to holders of Shares in the Merger. Parent and Purchaser shall cause the initial deposit with the Depositary to be in an amount equal to at least $5,474,556 and, to the extent that such amount shall at any time prove to be insufficient to satisfy the purposes of the Payment Fund, shall cause to be deposited with the Depositary such amount as may be necessary, when added to the Payment Fund, to eliminate such insufficiency. (b) Except as provided in this Section 3.04(b), at the Effective Time, holders of Shares immediately prior to the Effective Time shall not be required to take any action with respect to the exchange of their Shares for the Merger Consideration. (i) Any holder of Shares held in direct registry form through the Company’s transfer agent, Equiniti Trust CompanyVStock Transfer, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Agent, automatically upon the Effective Time, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as possible after the Effective Time, the Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a), and the Shares so exchanged shall be forthwith canceled. Payment of the applicable Merger Consideration with respect to such Shares shall be made only to the Person in whose name such Shares are registered. (ii) With respect to Shares held, directly or indirectly, through the Depository Trust Company (“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 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 Merger Consideration to which the beneficial owners of such Shares held, directly or indirectly through DTC, shall become entitled pursuant to Section 3.03(a). (iii) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereof. Until exchanged as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05, each Share shall be deemed at any time after the Effective Time to represent only the right to receive the applicable Merger Consideration as contemplated by Section 3.03(a). (iv) If the payment of any Merger Consideration is to be made to a Person other than the Person in whose name the surrendered Shares is registered on the stock transfer books of the Company, it shall be a condition of payment that the Person requesting such payment shall have paid all transfer and other similar Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of the Shares surrendered, or shall have established to the satisfaction of the Surviving Corporation that such Taxes either have been paid or are not applicable. None of Parent, Purchaser or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under any circumstance. (c) All Merger Consideration paid upon the transfer of Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares formerly represented by such Shares. After the Effective Time, there shall be no further registration of transfers of Shares. (d) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares twelve months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this Section 3.04 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Shares immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the extent permitted by Applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Prior to the Acceptance DateEffective Time, Parent shall appoint a bank or trust company an exchange agent reasonably acceptable to the Company and Parent (the “Exchange Agent”) to act as the agent (the “Depository Agent”) for purposes of paying the aggregate Offer Price to the holders of Shares that become entitled to receive the aggregate Offer Price pursuant to Section 2.01(d) and as agent (the “Paying Agent”) for the purpose of exchanging for the Merger Consideration for (i) the Shares pursuant Certificates or (ii) book-entry shares which immediately prior to Section 3.03(athe Effective Time represented the shares of Company Common Stock (the “Book-Entry Shares”). Promptly after (and in any event no later than the first Business Day after) the Acceptance Date, Parent shall deposit, At or shall cause prior to be deposited, with the Depository Agent cash sufficient to make the payment of the aggregate Offer Price payable pursuant to Section 2.01(d). As of the Effective Time, Parent shall deposit, or shall cause the Surviving Corporation to be depositeddeposit, with the Paying Agent cash Exchange Agent, sufficient funds to pay the aggregate Merger Consideration that is payable pursuant to Section 3.03(ain respect of all of the shares of Company Common Stock (“Shares”) represented by the Certificates and the Book-Entry Shares (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”) in amounts and at the times necessary for such payments. The Exchange Agent shall invest the Payment Fund as directed by Parent; provided, that such investments shall be in obligations of or guaranteed by the United States of America or in commercial paper obligations rated “A-1” or “P-1” or better by M▇▇▇▇’▇ Investors Service, Inc. or Standard & Poor’s Corporation, respectively, or a combination of the foregoing and, in any such case, no such instrument shall have a maturity exceeding three (3) months. Any interest and other income resulting from such investments shall be paid to, or as directed by, Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of shares shall be entitled under Section 3.01(b), Parent shall take all steps necessary to enable or cause the Surviving Corporation promptly to deposit in trust additional cash with the Exchange Agent sufficient to make all payments required under this Agreement, and Parent and the Surviving Corporation shall in any event be liable for the payment thereof. The Payment Fund shall not be used for any purpose other than to purpose. The Surviving Corporation shall pay all charges and expenses, including those of the Offer Price Exchange Agent, in connection with the Offer and exchange of Shares for the Merger Consideration Consideration. Promptly after the Effective Time, Parent shall send, or shall cause the Exchange Agent to holders send, to each record holder of shares of Company Common Stock at the Effective Time, a letter of transmittal and instructions (which shall specify that the delivery 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 to the Exchange Agent) for use in the Mergersuch exchange. (b) Except as provided in this Section 3.04(b), at Each holder of shares of Company Common Stock that have been converted into the Effective Time, holders of Shares shall not be required right to take any action with respect to the exchange of their Shares for receive the Merger Consideration. Consideration shall be entitled to receive the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Book-Entry Share upon (i) Any holder surrender to the Exchange Agent of Shares held in direct registry form through a Certificate, together with a duly completed and validly executed letter of transmittal and such other documents as may reasonably be requested by the Company’s transfer agent, Equiniti Trust Company, LLC (formerly known as American Stock Transfer & Trust Company, LLC) (the “Company Transfer Agent”) shall, subject to compliance with customary procedures of the Paying Agent and the Company Transfer Exchange Agent, automatically upon the Effective Time, be entitled to receive, and Parent shall cause the Paying Agent to pay and deliver as promptly as possible after the Effective Time, the Merger Consideration to which such holder shall become entitled pursuant Section 3.03(a), and the Shares so exchanged shall be forthwith canceled. Payment of the applicable Merger Consideration with respect to such Shares shall be made only to the Person in whose name such Shares are registered. or (ii) With respect to Shares held, directly receipt of an “agent’s message” by the Exchange Agent (or indirectly, through the Depository Trust Company (“DTC”), Parent and the Company shall cooperate to establish procedures with the Paying Agent, DTC, DTC’s nominees and such other necessary thirdevidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of Book-party intermediaries Entry Shares. Until so surrendered or transferred, as the case may be, and subject to ensure that the Paying Agent will transmit to DTC terms set forth in Section 3.03, each such Certificate or its nominees Book-Entry Share, as promptly as practicable after the Effective Time, upon surrender of 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 Merger Consideration to which the beneficial owners of such Shares held, directly or indirectly through DTCapplicable, shall become entitled pursuant to Section 3.03(a). (iii) No interest shall accrue or be paid on the Merger Consideration payable to holders of Shares in accordance with this Section 3.04(b) for the benefit of the holder thereof. Until exchanged as contemplated by this Section 3.04(b) or as otherwise contemplated in Section 3.05, each Share shall be deemed at any time represent after the Effective Time to represent for all purposes only the right to receive the applicable Merger Consideration as contemplated by Section 3.03(a)payable in respect thereof. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of any Certificate or Book-Entry Share. Upon payment of the Merger Consideration pursuant to the provisions of this Article III, each Certificate or Certificates so surrendered shall immediately be cancelled. (ivc) If any portion of the payment of any Merger Consideration is to be made paid to a Person other than the Person in whose name the surrendered Shares Certificate or the transferred Book-Entry Share, as applicable, is registered on the stock transfer books of the Companyregistered, it shall be a condition of to such payment that (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Book-Entry Share shall be properly transferred, and (ii) the Person requesting such payment shall have paid all pay to the Exchange Agent any transfer and or other similar Taxes Tax required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of the Shares surrenderedsuch Certificate or Book-Entry Share, as applicable, or shall have established establish to the reasonable satisfaction of the Surviving Corporation Exchange Agent that such Taxes either have Tax has been paid or are is not applicable. None of Parent, Purchaser or the Surviving Corporation shall have any liability for the transfer and other similar Taxes described in this Section 3.04(b)(iv) under any circumstancepayable. (cd) All Merger Consideration paid upon the surrender of Certificates or transfer of Book-Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares shares of Company Common Stock formerly represented by such Certificate or Book-Entry Shares. After , and from and after the Effective Time, there shall be no further registration of transfers of Sharesshares of Company Common Stock on the stock transfer books of the Surviving Corporation. If, after the Effective Time, Certificates or Book-Entry Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the Merger Consideration provided for, and in accordance with the procedures set forth, in this Article III. (de) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.04(a) (and any interest or other income earned thereon) Payment Fund that remains unclaimed by the holders of Shares twelve six (6) months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such Shares shares of Company Common Stock for the Merger Consideration in accordance with this Section 3.04 3.02 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares without any interest thereonConsideration. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares shares of Company Common Stock for any amount amounts paid to a public official pursuant to applicable abandoned property, escheat or similar lawsLaws. Any amounts remaining unclaimed by holders of Shares shares of Company Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority Entity) shall become, to the extent permitted by Applicable applicable Law, the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration made available to the Exchange Agent in respect of any Dissenting Shares shall be returned to Parent, upon written demand.