Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange Agent") reasonably acceptable to the Company for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Buyer At the Effective Time, Parent will make available to deposit with the Exchange Agent, as needed, Agent the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of for each Share represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged Shares for the Merger Consideration in accordance with this AgreementSection 2.03 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, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of Shares three 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) shall become, a limited liability companyto the extent permitted by applicable law, a partnershipthe 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 pursuant to Section 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange AgentEXCHANGE AGENT") reasonably acceptable to the Company for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Subject to consummation of the Merger, Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the SharesShares surrendered for payment. For purposes of determining the Merger Consideration funds to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right rights to appraisal of his their Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it there shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. From and after the Effective Time, the holders of certificates representing Shares shall cease to have any rights with respect to such Shares except as otherwise provided for herein or by applicable law. Any Merger Consideration paid upon the surrender for exchange of certificates representing Shares in accordance with this AgreementArticle 2 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Shares represented by such certificates. (e) If any certificate representing Shares has been lost, "Person" means stolen or destroyed, upon the making of an individualaffidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed and, if reasonably required by the Surviving Corporation, the posting by such person of a corporationbond in such reasonable amount as the Surviving Corporation may direct as indemnity against claims that may be made against it with respect to such certificate, the Exchange Agent will issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration to which such person is entitled pursuant to this Article 2. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Section 2.3 that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holders who have not exchanged their Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of those Shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of Shares for any amount paid to a limited liability companypublic official pursuant to applicable abandoned property laws. Any stockholders of the Company who have not complied with Section 2.3(b) hereof shall thereafter look only to the Surviving Corporation for payment of any claim they may have to receive the Merger Consideration, a partnershipbut shall have no greater rights against the Surviving Corporation than may be accorded to general creditors of the Surviving Corporation under the Delaware Law. (g) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to this Section 2.3 to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares (the "CERTIFICATES") for the Merger Consideration. Buyer will make available to Immediately following the Effective Time, Parent shall deposit with the Exchange Agent, as neededfor the benefit of the holders of Shares, the Merger Consideration to be paid pursuant to Section 2.02 in respect of the exchange for outstanding Shares. For purposes of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that delivery of the delivery Merger Consideration shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharesif applicable, will be entitled to receive the Merger Consideration payable in respect of for each Share represented by such SharesCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration, without interest thereon. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payableapplicable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of Shares. For From and after the Effective Time, the holders of Certificates evidencing ownership of the Shares outstanding immediately prior to the Effective Time shall cease to have rights with respect to such Shares, except as otherwise provided for herein or by applicable law. If, after the Effective Time, Certificates 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 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such Shares. 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. (f) Parent and Merger Subsidiary shall be entitled to deduct and withhold, or cause the Exchange Agent to deduct and withhold, from the Merger Consideration payable to a holder of Shares pursuant to the Merger any withholding taxes as are required under the Internal Revenue Code of 1986 (the "CODE"), or any applicable provision of state, local or foreign tax law. Parent shall take appropriate steps to minimize such taxes. To the extent that amounts are so withheld by Parent or Merger Subsidiary, such withheld amounts shall be treated for all purposes of this AgreementAgreement as having been paid to the holder of the Shares in respect of which such deduction and withholding was made by Parent or Merger Subsidiary. (g) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective TimePromptly following execution of this Agreement, Buyer Parent shall appoint an a national bank or trust company (or a subsidiary thereof) to act as exchange agent (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares submitted for payment pursuant to the Offer or the Merger. Parent shall make available, or cause Merger Consideration. Buyer will Sub or the Surviving Corporation to make available available, to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent, Merger Sub or the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (ba) Each holder of Shares that have been converted into a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled promptly upon such surrender to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (cb) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.taxes

Surrender and Payment. (a) Prior to the Effective Time, Buyer Acquiror shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares or Series B Preferred Stock (the "Certificates") for the Merger Consideration or Preferred Merger Consideration, as applicable. Buyer Acquiror will make available to the Exchange Agent, as needed, the Merger Consideration and Preferred Merger Consideration to be paid in respect of the SharesShares and the Series B Preferred Stock, respectively. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Acquiror will send, or will cause the Exchange Agent to send, to each holder of Shares record at the Effective Time of Shares and Series B Preferred Stock a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent)) in such form as the Company and Acquiror may reasonably agree, for use in effecting delivery of Shares and Series B Preferred Stock to the Exchange Agent. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of the Shares represented by such SharesCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. Each holder of Series B Preferred Stock that has been converted into a right to receive the Preferred Merger Consideration, upon surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, will be entitled to receive the Preferred Merger Consideration in respect of the Series B Preferred Stock represented by such Certificate. Until so surrendered, each such Certificate shall, after the Effective Time, represent for all purposes only the right to receive such Preferred Merger Consideration. (c) If any portion of the Merger Consideration or the Preferred Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares or Series B Preferred Stock. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Merger Consideration or the Preferred Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Shares or Series B Preferred Stock one year after the Effective Time shall be returned to Acquiror, upon demand, and any such holder who has not exchanged his Shares for the Merger Consideration or the Series B Preferred Stock for the Preferred Merger Consideration, as applicable, in accordance with this Section prior to that time shall thereafter look only to Acquiror for payment of the Merger Consideration in respect of his Shares or the Preferred Merger Consideration in respect of the Series B Preferred Stock. Notwithstanding the foregoing, Acquiror shall not be liable to any holder of Shares or Series B Preferred Stock for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares or Series B Preferred Stock three years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Acquiror free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to Acquiror Common Stock or Acquiror Preferred Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the Acquiror Common Stock or Acquiror Preferred Stock, as appropriate, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Acquiror Common Stock or Acquiror Preferred Stock, as the case may be, with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Acquiror Common Stock or Acquiror Preferred Stock, as the case may be, with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of Acquiror Common Stock and Acquiror Preferred Stock, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofall Acquiror Common Stock and Acquiror Preferred Stock to be issued pursuant to the Merger (but not options therefor issued pursuant to Section 1.04 unless actually exercised at the Effective Time) shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) The Merger Consideration shall be paid to each holder of Shares free and clear of any withholding under Section 1445 of the Code, (i) with respect to any Class B Share and any share of Series A Preferred Stock, provided that Buyer receives (x) a certification from such holder of non-foreign status as described in Treasury Regulation Section 1.1445-2(b) or (y) other documentation reasonably satisfactory to Buyer establishing an exemption from such withholding, in either such case at or prior to the Closing Date and (ii) with respect to any Class A Share. (d) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Jacor shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates certificates, if any, representing Premiere Shares for the Merger Consideration. Buyer At the Effective Time, Jacor will make available to deposit with the Exchange Agent, as needed, Agent certificates representing the aggregate Stock Merger Consideration and Cash Merger Consideration to be paid in respect of the Premiere Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will Jacor shall send, or will shall cause the Exchange Agent to send, to each holder of Premiere Shares at the Effective Time a form of letter of transmittal for use in such exchange (which form shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates certificates, if any, representing Premiere Shares to the Exchange Agent). (b) Each holder of Premiere Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a the certificate or certificates certificates, if any, representing such Premiere Shares, together with a properly completed letter of transmittal covering such Premiere Shares, will be entitled to receive the Merger Consideration payable in respect of such Premiere Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Premiere Shares represented by the certificate or certificates certificates, if any, surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates certificates, if any, so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Premiere Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Premiere Shares. For purposes If, after the Effective Time, certificates representing Premiere Shares are presented to the Surviving Corporation or, subject to the provisions of Section 3.2(e), the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this AgreementArticle Three. (e) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 3.2(a), "Person" means and any cash payment for a fractional Jacor Share made pursuant to Section 3.3, that remains unclaimed by the holders of Premiere Shares entitled thereto twelve months after the Effective Time shall be returned by the Exchange Agent to Jacor or an individualAffiliate designated by Jacor, upon demand, and any such holder who has not exchanged his Premiere Shares for the Merger Consideration in accordance with this Article Three prior to that time shall thereafter look only to Jacor for his claim for the Merger Consideration, any cash in lieu of fractional Jacor Shares and any dividends or distributions with respect to Jacor Shares paid after the Closing. Notwithstanding the foregoing, Jacor shall not be liable to any holder of Premiere Shares for any amount paid to a corporationpublic authority pursuant to applicable abandoned property laws. (f) No dividends or other distributions with respect to the Jacor Shares constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered certificates representing Premiere Shares until such certificates are surrendered as provided in this Section 3.2. Upon such surrender, there shall be paid (to the extent due and not yet paid), without interest, to the person in whose name the certificates representing the Jacor Shares into which such Premiere Shares were converted are registered, any dividends and other distributions in respect of Jacor Shares that are payable on a limited liability companydate subsequent to, a partnershipand the record date for which occurs after, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthe Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent a bank or trust company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the SharesShares (the "Exchange Fund"). For purposes of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such SharesShares and such other documents as may be reasonably requested, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Personperson" means an individual, a corporation, a partnership, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, in such amounts as neededmay be needed from time to time, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until From and after the Effective Time, all Shares which have been so surrenderedconverted shall no longer be outstanding and shall automatically be canceled and retired, and each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an ChaseMellon Shareholder Services, L.L.C. or such other exchange agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares shares of Company Common Stock ("Certificates") for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid delivered in respect of the Sharesshares of Company Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at record of shares of Company Common Stock as of the Effective Time Time, a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent)) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent. (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of the shares of Company Common Stock represented by such SharesCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to registered in the name of a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment the registration thereof that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to registration in the name of a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior At or prior to the Effective Time, Buyer the Company shall appoint an SunTrust Bank, Atlanta as agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will At the Effective Time, Agri shall, and Gold ▇▇▇▇ shall cause Agri to, make available to the Exchange Agent, as needed, Agent the Merger Consideration to be paid in respect of the Sharesall outstanding Shares entitled thereto as to which appraisal rights have not been exercised. For purposes of determining the Merger Consideration At or prior to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer the Company or Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, certificates representing 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 I. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.4(a) that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned within one week after the end of such one year period, without further action or request, to the Buyer, and any such holder who has not exchanged his Shares for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Buyer for payment of the Merger Consideration in respect of his Shares. Notwithstanding the foregoing, "Person" means an individualneither Buyer nor the Surviving Corporation shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property Laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, a corporationto the extent permitted by applicable Law, a limited liability companybecome the property of the Buyer free and clear of any claims or interest of any Person previously entitled thereto; provided, a partnershiphowever, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthat nothing herein shall limit the obligations of the Buyer under Section 1.4(b).

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to Immediately following the Effective Time, Parent shall deposit with the Exchange Agent, as needed, for the Merger Consideration to be paid in respect benefit of the Sharesholders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 1.02 in exchange for outstanding shares of Company Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time (i) a letter of transmittal for use in such exchange (which shall specify that delivery of the delivery Merger Consideration shall be effected, and risk of loss and title to the certificates representing Parent Common Stock and Company Common Stock shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent)) and (ii) instructions for use in effecting the surrender of the certificates representing Shares in exchange for the certificates representing Parent Common Stock. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such SharesShares and any dividends payable pursuant to Section 1.03(f). Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such the Merger ConsiderationConsideration and any dividends payable pursuant to Section 1.03(f). (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result by reason of such the payment of the Merger Consideration to a Person other than the registered holder of such Shares represented by the certificate or certificates so surrendered or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payableapplicable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged his Shares for the Merger Consideration in accordance with this AgreementSection 1.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration and any dividends payable pursuant to Section 1.03(f) in respect of his Shares. Notwithstanding the foregoing, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares seven years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Authority) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to Parent Common Stock issued in the Merger shall be paid to the holder of any unsurrendered certificates representing Shares until such certificates are surrendered as provided in this Section 1.03. Subject to the effect of applicable laws, following the surrender of such certificates, there shall be paid, without interest, to the record holder of the Parent Common Stock issued in exchange therefor at the time of such surrender, the amount of dividends or other distributions with a corporationrecord date after the Effective Time payable prior to or on the date of such surrender with respect to such whole shares of Parent Common Stock and not previously paid, a limited liability company, a partnership, an association, a trust or less the amount of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofwithholding taxes which may be required thereon.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent who shall be reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Promptly, when and as needed, Parent will make available to the Exchange Agent, as needed, Agent the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares, less any required withholding taxes. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes of this AgreementIf, "Person" means an individualafter the Effective Time, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.certificates representing Shares are presented to the Surviving

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares shares of Common Stock (the "CERTIFICATES") for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Sharesshares of Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares shares of Common Stock at the Effective Time a letter of transmittal for use in such exchange and related 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of Shares shares of Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharesif applicable, will be entitled to receive the Merger Consideration payable in respect for each share of Common Stock represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration, without interest thereon. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Common Stock. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Common Stock six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such shares of Common Stock. Notwithstanding the foregoing, "Person" means Parent shall not be liable to any holder of shares of Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If any Certificate shall have been lost, stolen or destroyed, upon the making of an individualaffidavit of that fact by the person claiming such Certificate to be lost, stolen or destroyed and, if required by the Surviving Corporation, the posting by such person of a corporationbond, a limited liability companyin such reasonable amount as the Surviving Corporation may direct, a partnershipas indemnity against any claim that may be made against it with respect to such Certificate, an associationthe Exchange Agent will issue, a trust in exchange for such lost, stolen or any other entity or organizationdestroyed Certificate, including a government or political subdivision or any agency or instrumentality thereofthe Merger Consideration to be paid in respect of the shares of Common Stock represented by such Certificate, as contemplated by this Article.

Surrender and Payment. (a) Prior to As soon as reasonably practicable as of or after the Effective Time, Buyer MergerSub shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to deposit with the Exchange Agent, as neededfor the benefit of the holders of Shares, for exchange in accordance with this Article 1, the Merger Consideration to be paid in respect of the SharesConsideration. For purposes of determining the Merger Consideration to be made available, Buyer MergerSub shall assume assume, subject to Section 1.04(d)(ii), that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer MergerSub will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PersonPERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares shares of Company Common Stock for the Merger Consideration. Buyer will Parent shall cause Merger Co. to make available to the Exchange Agent, as neededsoon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be paid delivered in respect of the Sharesshares of Company Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Shares shares of Company Common Stock at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Company Common Stock to the Exchange Agent). (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such Sharesshares of Company Common Stock, will be entitled to receive the Merger Consideration payable in respect exchange for such shares of such SharesCompany Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid delivered to a Person other than the registered holder of the Shares shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment delivery that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment delivery to a Person other than the registered holder of such Shares shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective TimeMerger Date, Buyer shall appoint an agent reasonably satisfactory to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares shares of Company Stock for the Merger Consideration. Buyer will make available to the Exchange Agent, as needed, certificates representing the Buyer Common Stock (or, if a Listing Failure occurs, United States Dollars) in respect of the Merger Consideration to be paid in respect of shares of Company Stock, in accordance with the Sharesterms of Section 1.01(b), together with any Excess Shares (as defined below). For purposes of determining The Exchange Agent shall invest any cash amounts delivered by Buyer to the Exchange Agent as directed by Buyer. Any interest and other income resulting from such investments shall be paid to Buyer pursuant to Section 1.02(e). Promptly after the Merger Consideration to be made availableDate, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer will send, or will shall cause the Exchange Agent to send, to each holder of Shares shares of Company Stock whose shares were converted into a right to receive the Merger Consideration in accordance with Section 1.01(b)(ii) at the Effective Time Merger Date a letter of transmittal for use in such exchange (which shall specify that delivery of the delivery Merger Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Company Stock, to the Exchange Agent). (b) Each holder of Shares shares of Company Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares of Company Stock, together with a properly completed letter of transmittal covering such Sharesshares of Company Stock, will be entitled to receive (i) the Merger Consideration payable in respect of such Sharesshares of Company Stock, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or other distributions in accordance with Section 1.02(g). Until so surrendered, each such certificate shall, after the Effective TimeMerger Date, represent for all purposes, purposes only the right to receive such (i) the Merger Consideration, (ii) subject to Section 1.07, cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or other distributions in accordance with Section 1.02(g). All Buyer Common Stock issued and/or cash paid pursuant to this Article 1 upon surrender of certificates representing shares of Company Stock shall be deemed to have been issued in full satisfaction of all rights pertaining to such shares of Company Stock represented thereby. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares shares of Company Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares shares of Company Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Merger Date, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Merger Date, certificates representing shares of Company Stock are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this AgreementArticle 1. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.02(a) that remains unclaimed by the holders of shares of Company Stock twelve months after the Merger Date shall be returned to Buyer, "Person" means upon demand, and any such holder who has not exchanged his shares of Company Stock for the Merger Consideration in accordance with this Section 1.02 prior to that time shall thereafter look only to Buyer for his claim for (i) Merger Consideration, (ii) subject to Section 1.07, any cash in lieu of any fractional shares pursuant to Section 1.06 and (iii) subject to Section 1.07, certain dividends or other distributions in accordance with Section 1.02(g). Notwithstanding the foregoing, Buyer shall not be liable to any holder of shares of Company Stock for any amount paid to a public official pursuant to applicable escheat or abandoned property laws. Any amounts remaining unclaimed by holders of shares of Company Stock two years after the Merger Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Buyer free and clear of any claim or interest of any Person previously entitled thereto. (f) If a Listing Failure occurs, any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.02(a) to pay for shares of Company Stock in respect of which appraisal rights have been perfected shall be returned to Buyer, upon demand. (g) No dividends or other distributions with respect to the Buyer Common Stock constituting all or a portion of the Merger Consideration shall be paid to the holder of any unsurrendered certificate representing Company Stock until such certificates are surrendered as provided in this Section 1.02. Subject to the effect of applicable laws and Section 1.07, following such surrender, there shall be paid, without interest, to the record holder of the certificates representing the Buyer Common Stock (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Merger Date payable prior to or on the date of such surrender with respect to such whole shares of Buyer Common Stock, and not paid, and the amount of cash payable in lieu of any fractional shares pursuant to Section 1.06, less the amount of any withholding taxes which may be required thereon under any provision of federal, state, local or foreign tax law, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Date but prior to the date of surrender and a payment date subsequent to the date of surrender payable with respect to such whole shares of Buyer Common Stock, less the amount of any withholding taxes which may be required thereon under any provision of federal, state, local or foreign tax law. Buyer shall make available to the Exchange Agent cash for these purposes. (h) If any certificate representing Company Stock that was converted into a right to receive the Merger Consideration in accordance with Section 1.01(b)(ii) shall have been lost, stolen or destroyed, upon the making of an individualaffidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by Buyer, the posting by such Person of a corporationbond in such reasonable amount as Buyer may direct as indemnity against any claim that may be made against it with respect to such certificate, a limited liability companythe Exchange Agent shall issue in exchange for such lost, a partnershipstolen or destroyed certificate (i) the Merger Consideration, an association(ii) subject to Section 1.07, a trust or cash in lieu of any other entity or organizationfractional shares pursuant to Section 1.06, including a government or political subdivision or and (iii) subject to Section 1.07 and if applicable, any agency or instrumentality thereofunpaid dividends and distributions on shares of Buyer Common Stock deliverable in respect thereof in accordance with Section 1.02(g).

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right rights to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to Immediately following the Effective Time, Parent shall deposit with the Exchange Agent, as needed, for the Merger Consideration to be paid in respect benefit of the Sharesholders of shares of Company Common Stock, certificates representing the Parent Common Stock issuable pursuant to Section 1.02 in exchange for outstanding shares of Company Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time (i) a letter of transmittal for use in such exchange (which shall specify that delivery of the delivery Merger Consideration shall be effected, and risk of loss and title to the certificates representing Parent Common Stock and Company Common Stock shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent)) and (ii) instructions for use in effecting the surrender of the certificates representing Shares in exchange for the certificates representing Parent Common Stock. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such SharesShares and any dividends payable pursuant to Section 1.03(f). Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such the Merger ConsiderationConsideration and any dividends payable pursuant to Section 1.03(f). (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result by reason of such the payment of the Merger Consideration to a Person other than the registered holder of such Shares represented by the certificate or certificates so surrendered or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payableapplicable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged his Shares for the Merger Consideration in accordance with this AgreementSection 1.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration and any dividends payable pursuant to Section 1.03(f) in respect of his Shares. Notwithstanding the foregoing, "Person" means an individual, Parent shall not be liable to any holder of Shares for any amount paid to a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.public official pursuant to applicable abandoned property

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an Continental Stock Transfer & Trust Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the "parties) (the “Exchange Agent"”) to act as agent for the Company’s stockholders who shall become entitled to receive funds pursuant to this Agreement, including as agent for the purpose of exchanging for the Per Share Merger Consideration, certificates representing Shares for shares of Company Common Stock (the Merger Consideration. Buyer will make available “Certificates;” provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the Exchange Agent, as needed, the Merger Consideration ownership of shares of Company Common Stock). At or prior to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer will sendParent shall deposit, or will shall cause to be deposited, with the Exchange Agent the aggregate Per Share Merger Consideration (the “Payment Fund”). To the extent such fund diminishes for any reason below the level required to sendmake prompt payment of the aggregate Per Share Merger Consideration, Parent and the Surviving Corporation shall promptly replace or restore, or cause to each holder be replaced or restored, the lost portion of Shares such fund so as to ensure that it is, at the Effective Time all times, maintained at a letter of transmittal for use in level sufficient to make such exchange (which shall specify that the delivery payments. The Payment Fund shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to invested by the Exchange Agent).Agent as directed by Parent; provided, that (i) no such investment or losses thereon shall relieve Parent from making the payments required by (b) Each holder of Shares shares of Company Common Stock that have been converted into a the right to receive the Per Share Merger ConsiderationConsideration shall be entitled to receive the Per Share Merger Consideration in respect of each share of Company Common Stock represented by a Certificate, promptly, upon (i) surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly duly completed and validly executed letter of transmittal covering and such Sharesother documents as may reasonably be requested by the Exchange Agent, will be entitled or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery to receive the Merger Consideration payable in respect Exchange Agent of such Sharesother documents as may reasonably be requested by the Exchange Agent. Until so surrenderedsurrendered or transferred, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Per Share Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate. (c) If any portion of the Per Share Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates so surrendered (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and that (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes Tax required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior Not less than ten (10) Business Days prior to the Effective Time, Buyer Parent shall appoint an a paying agent reasonably satisfactory to the Company (the "Exchange Paying Agent") for the purpose of exchanging certificates representing Shares Certificates for the Merger Consideration. Buyer will make available to On the Exchange Agent, same Business Day as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer Parent shall deposit, or cause to be deposited, with the Paying Agent by wire transfer of immediately available funds, cash sufficient to make the cash payments pursuant to Section 2.2(a)(i). On the Business Day immediately following the Effective Time, Parent will send, or will cause the Exchange Paying Agent to send, to each holder of Shares at record of shares of Company Common Stock as of the Effective Time Time, a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Paying Agent), which letter shall be in such form as the Company and Parent may reasonably agree to use in effecting delivery of shares of Company Common Stock to the Paying Agent. (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, Consideration as provided in this Article II will be entitled to receive the Merger Consideration payable in respect of the shares of Company Common Stock represented by such SharesCertificate only upon surrender to the Paying Agent of such Certificate, together with a properly completed and duly executed letter of transmittal. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the payment of such payment Merger Consideration that (i) the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that (ii) the Person requesting such payment of the Merger Consideration shall (A) pay to the Exchange Paying Agent any transfer or other taxes Taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or (B) establish to the reasonable satisfaction of the Exchange Agent Parent that such tax Tax either has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. For purposes If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures and subject to the limitations set forth, in this Article II. (e) Parent shall cause the Paying Agent to invest any portion of the Merger Consideration deposited with the Paying Agent in a money market fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States Government and repurchase agreements in respect of such obligations. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Parent. Any losses resulting from such investment shall not in any way diminish Parent's and Merger Subsidiary's obligation to pay the full amount of the Merger Consideration. (f) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of shares of Company Common Stock one (1) year after the Effective Time shall be returned to Parent and any such holder who has not exchanged such holder's shares of Company Common Stock for the Merger Consideration in accordance with this AgreementSection 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder's shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualnone of Parent, the Surviving Corporation, the Company, the Paying Agent or their respective Representatives shall be liable to any Person for any Merger Consideration delivered to a corporationpublic official pursuant to applicable abandoned property, a limited liability companyescheat or similar Laws. If any Certificate shall not have been surrendered immediately prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, a partnershipany such Merger Consideration shall, an associationto the extent permitted by applicable Law, a trust become the property of the Surviving Corporation, free and clear of all claims or interests of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective TimePromptly following execution of this Agreement, Buyer shall appoint an agent Harris Bank & Trust Company (or such other qualifi▇▇ ▇▇▇ty reasonably acceptable to the Company) (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Per Share Amount, and the Company shall provide Buyer and the Exchange Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company. On or prior to the Effective time, Buyer shall deposit, or shall cause to be deposited, with or for the account of the Exchange Agent, for the benefit of the holders of Shares of Common Stock, cash in an amount equal to the Merger Consideration. Buyer will make available shall direct the Exchange Agent to invest such funds, pending their disbursement in accordance herewith, in a money market mutual fund registered under the Investment Company Act of 1940, as amended, selected by Buyer. Buyer shall pay all fees and expenses of the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger ConsiderationPer Share Amount, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares, provided that Buyer shall direct the Exchange Agent to accept an indemnity in the form reasonably satisfactory to Buyer and the Exchange Agent, for any such certificate which is lost, stolen or destroyed. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. The Exchange Agent or Buyer, as the case may be, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as the Exchange Agent or Buyer are required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the "Code"), or any applicable provision of state, local or foreign tax law, with respect to the making of any payment in respect of the Merger Consideration hereunder. To the extent such amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person with respect to whom such deduction and withholding was made by the Exchange Agent or Buyer. No such deduction or withholding shall be made if the relevant Person shall provide documentation reasonably satisfactory to the Exchange Agent and Buyer establishing an exemption from withholding, and Buyer shall take customary actions to obtain such documentation prior to such deduction or withholding. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefortherefore, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required by law as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to As soon as reasonably practicable as of or after the Effective Time, Buyer MergerSub shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to deposit with the Exchange Agent, as neededfor the benefit of the holders of Shares, for exchange in accordance with this Article 1, the Merger Consideration to be paid in respect of the SharesConsideration. For purposes of determining the Merger Consideration to be made available, Buyer MergerSub shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer MergerSub will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an a national bank or trust company (or a subsidiary thereof) reasonably acceptable to the Company to act as exchange agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled promptly upon such surrender to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent a depositary (the "Exchange AgentDepositary") for the purpose of exchanging certificates representing certifi cat▇▇ ▇epresenting Shares for the Merger Consideration. The Depositary shall at all times be a commercial bank having a combined capital and surplus of at least $500,000,000. Buyer will make available pay to the Exchange Agent, as neededDepositary immedi ately prior to the Effective Time, the Merger Consideration Consider ation to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made availableso paid, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent Depos itary to send, but in no event later than three business days after the Effective Time, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing represent ing Shares to the Exchange Agent)Depositary) and instructions for use in effecting the surrender of Shares in exchange for the Merger Consideration. (b) Each holder of Shares that have has been converted con verted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent Depositary of a certificate or certificates properly representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration Con sideration payable in respect of such SharesShares less any amounts required to be withheld under applicable federal, state, local or foreign income tax regulations. Until so surrendered, each such certificate shall, after the Effective Ef fective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent Deposi tary any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individualindi vidual, a corporation, a limited liability company, a partnershippart nership, an association, a trust or any other entity or organization, including a government or political subdivision subdi vision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Newco shall appoint an designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus, and undivided profits of at least $100,000,000 to act as agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares shares of Company Common Stock for the Merger Consideration. Buyer will make available At or prior to the Effective Time, Transworld shall deposit in trust with the Exchange Agent, as needed, Agent the funds necessary to pay the Merger Consideration to be paid in respect for shares of Company Common Stock converted by reason of the SharesMerger. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will the Surviving Corporation shall cause the Exchange Agent to send, send to each holder of Shares record of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form for use in such exchange (which shall specify that the delivery of certificates shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Company Common Stock to the Exchange Agent). (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares of Company Common Stock, together with a properly completed letter of transmittal covering such Sharesshares of Company Common Stock, will be entitled to receive the Merger Consideration payable in respect of such Sharesshares. Until so surrenderedAfter the Effective Time, each such certificate shall, after the Effective Timeuntil so surrendered, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock outstanding prior to the Effective Time. For purposes If, after the Effective Time, certificates representing shares of Company Common Stock outstanding prior to the Effective Time 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 Agreement. (e) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to the Surviving Corporation upon demand, "Person" means an individualand any such holder who has not exchanged his shares of Company Common Stock for the Merger Consideration in accordance with this Section 1.7 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of his shares of Company Common Stock, but shall have those rights against the Surviving Corporation as may be accorded to general creditors under applicable law. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of shares of Company Common Stock for any amount paid to a corporationpublic official pursuant to applicable abandoned property laws. Any portion of the funds remaining unclaimed by holders of shares of Company Common Stock as of a date which is immediately prior to such time as such portion would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (f) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7 (a) to pay for Dissenting Shares shall be returned to the Surviving Corporation upon demand. (g) The funds deposited with the Exchange Agent shall be invested by the Exchange Agent as directed by the Surviving Corporation 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 principal and interest, commercial paper rated of the highest quality by ▇▇▇▇▇'▇ Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a limited liability companycommercial bank having combined capital, surplus, and undivided profits aggregating at least $500,000,000, or a partnershipfund, an associationsubstantially all of the assets of which are invested in the foregoing types of investments, a trust or and any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofnet earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation.

Surrender and Payment. (a) Prior to the Effective Time, Buyer CMAC shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares Amerin Stock (the "Certificates") for the Merger Consideration. Buyer A▇ ▇▇ ▇he Effective Time, the Surviving Corporation will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Sharesshares of Amerin Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer CMAC will send, or will o▇ ▇▇▇▇ cause the Exchange Agent to send, to each holder of Shares shares of Amerin Stock at the Effective Time a letter of transmittal for use in such ▇▇ ▇▇ch exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent). (b) Each holder of Shares shares of Amerin Stock that have been converted into a the right to receive the Merger Considerationth▇ ▇▇▇▇er Consideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of the Amerin Stock represented by such SharesCertificate. Until so surrenderedsurrendere▇, each ▇▇▇h such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares Certificate or shall establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Amerin Stock. For purposes If, after the Effective Time, Certificates are pres▇▇▇▇▇ to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Section. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.4(a) that remains unclaimed by the holders of shares of Amerin Stock six months after the Effective Time shall be returned ▇▇ ▇▇e Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Amerin Stock for the Merger Consideration prior to that time shall ▇▇▇▇▇after look only to the Surviving Corporation for payment of the Merger Consideration in respect of such shares of Amerin Stock. Notwithstanding the foregoing, the Surviving Corpora▇▇▇▇ ▇hall not be liable to any holder of shares of Amerin Stock for any amount paid to a public official pursuant to ▇▇▇▇▇▇able abandoned property laws. Any amounts remaining unclaimed by holders of shares of Amerin Stock two years after the Effective Time (or such earlier d▇▇▇ ▇▇mediately prior to such time as such amounts would otherwise escheat to or become property of any Governmental Entity) shall, to the extent permitted by applicable law, become the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto. (f) No dividends, interest or other distributions with respect to CMAC Stock constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this AgreementSection. Upon such surrender, "Person" means an individualthere shall be paid, without interest, to the person in whose name the CMAC Stock has been registered, all dividends, interest and other distributions payable in respect of such securities on a corporationdate subsequent to, and in respect of a limited liability companyrecord date after, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthe Effective Time.

Surrender and Payment. (a) Prior to the Effective Timemailing of the Company Proxy Statement (as defined in Section 3.09), Buyer Merger Sub shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Common Stock Consideration. Buyer Merger Sub will make available to the Exchange Agent, as neededat the Closing Date, the Merger Common Stock Consideration to be paid in respect of the Shares. For purposes of determining the Merger Common Stock Consideration to be made available, Buyer Merger Sub shall assume that no holder of Shares will perfect his right to appraisal of his Sharesexercise dissenters' rights. As soon as practicable Promptly after the Effective Time, Buyer the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Common Stock Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Common Stock Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Common Stock Consideration. No interest will be paid or will accrue on the Common Stock Consideration. (c) If any portion of the Merger Common Stock Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to At or before the Effective Time, Buyer the Company shall appoint an First Union National Bank, as agent (the "Exchange Agent") ), for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will At or immediately prior to the Effective Time, Davis shall make a capital ▇▇▇▇ribution to the Company in an amount that, together with funds available to the Company, is sufficient to permit the Company to make the aggregate Merger Consideration available to the Exchange Agent, as needed, the Merger Consideration to be paid Agent in respect of the Sharesaccordance herewith. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after At the Effective Time, Buyer the Company shall make the aggregate Merger Consideration available to the Exchange Agent for all applicable outstanding Shares to be converted in accordance with Section 1.3(a) hereof. At or promptly following the Effective Time, the Company or Surviving Corporation will send, send or will cause the Exchange Agent to send, send to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which exchange. This letter of transmittal shall specify that the delivery shall be effected, effected and risk of loss and title shall pass, pass only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive Merger Consideration will be entitled to receive the Merger Consideration, Consideration payable for such holders Shares upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive . After the Merger Consideration payable in respect Effective Time and until surrendered with the letter of such Shares. Until so surrenderedtransmittal, each such certificate shall, after the Effective Time, shall only represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates certificate(s) surrendered in exchange thereforexchange, it shall will be a condition to such payment that the certificate or certificates so certificate(s) surrendered shall be properly endorsed or otherwise be in proper form for transfer and that transfer. Additionally, the Person requesting such payment shall must pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Shares, or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, no further transfers of Shares will be registered. For purposes After the Effective Time, if certificates representing Shares are presented to the Surviving Corporation, they will be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article I. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 1.4(a) that remains unclaimed by the holders of Shares six (6) months after the Effective Time shall be returned within one week after the end of the six (6) month period, without further action or request, to the Surviving Corporation, and any such holder who has not exchanged such Shares for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such Shares. However, "Person" means neither Buyer nor the Surviving Corporation shall be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property Laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or an individualearlier date immediately prior to such time as the amounts would otherwise escheat to or become property of any governmental entity) shall, a corporationto the extent permitted by applicable Law, a limited liability company, a partnership, an association, a trust become the property of the Surviving Corporation free and clear of any claims or interest of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled to them. Nothing in this section limits the obligations of the Buyer under Section 1.4(a).

Surrender and Payment. (a) Prior to At the Effective Time, Buyer all shares of Capital Stock shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available automatically be cancelled and retired and shall cease to the Exchange Agentexist, as neededand, the Merger Consideration subject to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made availableSection 2.10, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter certificate formerly representing any shares of transmittal for use in such exchange Capital Stock (which each, a “Certificate”) shall specify that the delivery shall be effected, and risk cease to have any rights as a holder of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent)Capital Stock. (b) Each The Company has provided to each holder of Shares that have been converted into Priority Preferred Stock a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive in substantially the form attached as Exhibit G (a “Letter of Transmittal”) and instructions for use in effecting the surrender of Certificates in exchange for that portion of the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right holder’s Priority Preferred Stock pursuant to receive such Merger ConsiderationSection 2.08(b). (c) On the Closing Date, Parent shall pay or cause to be paid to each holder of Priority Preferred Stock who has delivered to Parent a Letter of Transmittal, duly executed and completed in accordance with its requirements, by wire transfer of immediately available funds, an amount representing the Closing Per Share Merger Consideration associated with the Capital Stock held by such holder as set forth on the Consideration Spreadsheet and as contemplated by Section 2.03(c)(iii). If any holder of Priority Preferred Stock has not delivered to Parent a Letter of Transmittal, duly executed and completed in accordance with its requirements prior to the Closing, Parent shall pay or cause or be paid to the Distribution Agent, by wire transfer of immediately available funds, an aggregate amount representing the Closing Per Share Merger Consideration associated with the Capital Stock held by all such holders, for further distribution to such holders upon receipt by the Distribution Agent of Letters of Transmittal duly executed and completed in accordance with its requirements. (d) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates so surrendered (i) such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and that (ii) the Person requesting such payment shall pay to the Exchange Agent Parent any transfer or other taxes Tax required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the reasonable satisfaction of the Exchange Agent Parent that such tax Tax has been paid or is not payable. (e) Neither Parent nor the Distribution Agent shall be liable to any holder of Certificates for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. For purposes Any amounts remaining unclaimed by Priority Preferred Stockholders two years after the date on which such Priority Preferred Stockholder was entitled receive such amount (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of this Agreementany Governmental Entity) shall become, "Person" means an individualto the extent permitted by applicable Law, a corporation, a limited liability company, a partnership, an association, a trust the property of Parent free and clear of any claims or interest of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent a depositary (the "Exchange AgentDepositary") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Depositary shall at all times be a commercial bank having a combined capital and surplus of at least $100,000,000. Buyer will make available pay to Depositary, immediately prior to the Exchange Agent, as neededEffective Time, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made availableso paid, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent Depositary to send, but in no event later than three business days after the Effective Time, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange AgentDepositary). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent Depositary of a certificate or certificates properly representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person (as hereinafter defined) other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent Depositary any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a joint venture, a limited liability company, a partnership, an association, an unincorporated organization, a group, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent a depositary (the "Exchange AgentDepositary") for the purpose of exchanging certificates representing Shares for the Merger Consideration. The Depositary shall at all times be a commercial bank having a combined capital and surplus of at least $500,000,000. Buyer will make available pay to the Exchange Agent, as neededDepositary immediately prior to the Effective Time, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made availableso paid, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent Depositary to send, but in no event later than three business days after the Effective Time, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent)Depositary) and instructions for use in effecting the surrender of Shares in exchange for the Merger Consideration. (b) Each holder of Shares that have has been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent Depositary of a certificate or certificates properly representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such SharesShares less any amounts required to be withheld under applicable federal, state, local or foreign income tax regulations. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent Depositary any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent a bank or trust company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the SharesShares (the "Exchange Fund"). For purposes of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, and such other documents as shall be reasonably requested, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.in

Surrender and Payment. (a) Prior to the Effective Time, Buyer Incyte shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Synteni Shares for the aggregate consideration set forth in Section 2.1(c) (the "Merger Consideration"). Buyer will Incyte shall make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Synteni Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will Incyte shall send, or will shall cause the Exchange Agent to send, to each holder of record of Synteni Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Synteni Shares to the Exchange Agent). (b) Each holder Holders of Synteni Shares that whose rights have been converted into a right rights to receive the Merger ConsiderationConsideration ("Securityholders"), upon surrender to the Exchange Agent of a certificate or certificates representing such Synteni Shares, together with a properly completed letter of transmittal covering such Synteni Shares, will be entitled to receive the Merger Consideration payable in respect of such Synteni Shares. Until so surrendered, each such certificate representing Synteni Shares shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Synteni Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and accompanied by all documents required to evidence and effect the transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Synteni Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Synteni Shares. For purposes If, after the Effective Time, certificates representing Synteni Shares are presented to the Surviving Corporation, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.5(a) that remains unclaimed by the holders of Synteni Shares twelve (12) months after the Effective Time shall be returned to Incyte, upon demand, and any holder who has not exchanged such holder's Synteni Shares for the Merger Consideration in accordance with this AgreementSection 2.5 prior to that time shall thereafter look only to Incyte for payment of the Merger Consideration in respect of such holder's Synteni Shares. Notwithstanding the foregoing, "Person" means an individualneither Incyte nor Synteni nor the Surviving Corporation shall be liable to any holder of Synteni 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 Synteni Shares three years after the Effective Time (or such earlier date prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Incyte 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 pursuant to Section 2.5(a) to pay for Synteni Shares for which appraisal rights have been perfected shall be returned to Incyte upon demand. (g) No dividends, interest or other distributions with respect to Incyte Common constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered certificates representing Synteni Shares until such certificates are surrendered as provided in this Section 2.5. Upon such surrender, there shall be paid, without interest, to the person in whose name the certificates representing Incyte Common into which such Synteni Shares were converted are registered, all dividends, interest and other distributions payable in respect of such Synteni Shares on a corporationdate subsequent to, and in respect of a limited liability companyrecord date after, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthe Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Buyer Parent or Purchaser will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time (i) a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange, and (ii) instructions for use in effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. (b) Each holder of Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of for each Share represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(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 them for the Merger Consideration in accordance with this AgreementSection prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualthe Surviving Corporation shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of Shares two 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) shall become, a limited liability companyto the extent permitted by applicable law, a partnership, an association, a trust the property of Parent and the Surviving Corporation free and clear of any claims or interest of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to As soon as reasonably practicable as of or after the Effective Time, Buyer MergerSub shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to deposit with the Exchange Agent, as neededfor the benefit of the holders of Shares, for exchange in accordance with this Article 1, the Merger Consideration to be paid in respect of the SharesConsideration. For purposes of determining the Merger Consideration to be made available, Buyer MergerSub shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer MergerSub will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PersonPERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Checkers shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares Rally's Common Stock for the Merger Consideration. Buyer At the Effective Time, Checkers will make available to deposit with the Exchange Agent, as neededfor the benefit of holders of shares of Rally's Common Stock, certificates representing shares of Checkers Common Stock constituting the aggregate Merger Consideration to be paid in respect of the SharesRally's Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will Checkers shall send, or will shall cause the Exchange Agent to send, to each holder of Shares at record of a certificate or certificates which immediately prior to the Effective Time represented outstanding shares of Rally's Common Stock a form of letter of transmittal for use in such exchange (which form shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates certificates, if any, representing Shares Rally's Common Stock to the Exchange Agent), advising such holder of the terms of the exchange effected by the Merger and the procedure for surrendering to the Exchange Agent such certificate for the Merger Consideration. (b) Each holder of Shares Rally's Common Stock that have has been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a the certificate or certificates certificates, if any, representing such SharesRally's Common Stock, together with a properly completed letter of transmittal covering such SharesRally's Common Stock and such other documents as may be reasonably required by Checkers or the Exchange Agent, will be entitled to receive the Merger Consideration payable in respect of such SharesRally's Common Stock, and the certificate so surrendered shall be canceled. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares Rally's Common Stock represented by the certificate or certificates certificates, if any, surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates certificates, if any, so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares Rally's Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Rally's Common Stock. If after the Effective Time certificates representing Rally's Common Stock are presented to either the Surviving Corporation or, subject to the provisions of Section 3.2(e), the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth in this Article 3. (e) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 3.2(a), and any portion of the proceeds from the sale of fractional shares issuable in connection with the Merger, that remains unclaimed by the holders of Rally's Common Stock entitled thereto 12 months after the Effective Time shall be returned by the Exchange Agent to Checkers or an Affiliate (as defined below) designated by Checkers, and any such holder who has not exchanged his Rally's Common Stock for the Merger Consideration in accordance with this Article 3 prior to that time shall thereafter look only to Checkers for such holder's claim for the Merger Consideration, and the holder's pro rata share of the aggregate cash received by Checkers upon the sale of fractional shares otherwise issuable in connection with the Merger and any dividends or distributions with respect to Checkers Common Stock paid after the Effective Time. Notwithstanding the foregoing, Checkers shall not be liable to any holder of Rally's Common Stock for any amount paid to a public authority pursuant to applicable abandoned property laws. For purposes of this Agreement, an "PersonAffiliate" means an individualof a specified person is a person that directly, or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, the person specified. (f) No dividends or other distributions with respect to Checkers Common Stock constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered certificates representing Rally's Common Stock until such certificates are surrendered as provided in this Section 3.2. Upon such surrender, there shall be paid (to the extent due and not yet paid), without interest, to the person in whose name the certificates representing Checkers Common Stock into which such Rally's Common Stock were converted are registered, any dividends and other distributions in respect of Checkers Common Stock that are payable on a corporationdate subsequent to, a limited liability companyand the record date for which occurs after, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofthe Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an exchange agent reasonably acceptable to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares Certificates for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid delivered in respect of the Sharesshares of Company Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at record of shares of Company Common Stock as of the Effective Time Time, a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent)) in such form as the Company and Parent may reasonably agree, for use in effecting delivery of shares of Company Common Stock to the Exchange Agent. (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of the shares of Company Common Stock represented by such SharesCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or will accrue on the cash payable upon surrender of any Certificate. (c) If any portion of the Merger Consideration is to be paid to a any Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such the payment of the Merger Consideration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.any

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentDepositary") for the purpose of exchanging certificates representing Shares shares of Company Stock (the "Certificates") for the Merger Consideration. Buyer Parent will make available to the Exchange AgentDepositary, in such amounts as neededmay be needed from time to time, the Merger Consideration to be paid pursuant to Section 2.02 in respect exchange for outstanding shares of the SharesCompany Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent Depositary to send, to each holder of Shares shares of Company Stock at the Effective Time a letter of transmittal for use in such exchange (which shall specify that delivery of the delivery Merger Consideration shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange AgentDepositary). (b) Each holder of Shares shares of Company Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent Depositary of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharesif applicable, will be entitled to receive the Merger Consideration payable in respect for each share of Company Stock represented by such SharesCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration, without interest thereon. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent Depositary any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent Depositary that such tax has been paid or is not payableapplicable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of shares of Company Stock. For If, after the Effective Time, Certificates 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 2. (e) Any portion of the Merger Consideration made available to the Depositary pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Stock six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this Section 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration in respect of such shares of Company Stock. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) Parent and Merger Subsidiary shall be entitled to deduct and withhold, or cause its agents to deduct and withhold, from the Offer Price or Merger Consideration payable to a holder of shares of Company Stock pursuant to the Offer or Merger any withholding taxes as are required under the Internal Revenue Code of 1986 (the "Code") or any applicable provision of state, local or foreign tax law. To the extent that amounts are so withheld by Parent or Merger Subsidiary, such withheld amounts shall be treated for all purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust Agreement as having been paid to the holder of the shares of Company Stock in respect of which such deduction and withholding was made by Parent or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofMerger Subsidiary.

Surrender and Payment. (a) Prior to As soon as reasonably practicable as of or after the Effective Time, Buyer MergerSub shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to deposit with the Exchange Agent, as neededfor the benefit of the holders of Shares, for exchange in accordance with this Article 1, the Merger Consideration to be paid in respect of the SharesConsideration. For purposes of determining the Merger Consideration to be made available, Buyer MergerSub shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer MergerSub will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.properly

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares shares of Company Common Stock for the Merger Consideration. Buyer will Parent shall cause Merger Co. to make available to the Exchange Agent, as neededsoon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be paid delivered in respect of the Sharesshares of Company Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Shares shares of Company Common Stock at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Company Common Stock to the Exchange Agent). (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such Sharesshares of Company Common Stock, will be entitled to receive the Merger Consideration payable in respect exchange for such shares of such SharesCompany Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid delivered to a Person other than the registered holder of the Shares shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment delivery that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment delivery to a Person other than the registered holder of such Shares shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "PersonPERSON" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall Parent will appoint an exchange agent (the "“Exchange Agent"”) for the purpose of exchanging certificates representing Shares the shares of Company Stock (the “Certificates”) for the Final Merger ConsiderationConsideration payable in respect of the shares of Company Stock evidenced by each such Certificate (less the Escrow Holdback). Buyer Immediately following the Effective Time, Parent will make available to the Exchange Agent, as needed, the Final Merger Consideration (less the Escrow Amount) to be paid in respect of the Shares. For purposes Certificates. (b) Each holder of determining outstanding Company Stock that has been converted into the right to receive the Final Merger Consideration will be entitled to be made availablereceive, Buyer shall assume that no holder of Shares will perfect his right upon surrender to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer will send, or will cause the Exchange Agent to sendof a Certificate, to each holder of Shares at the Effective Time together with a properly completed letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificate to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive , the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Final Merger Consideration less the Escrow Holdback issuable and/or payable in respect for each share of Company Stock represented by such SharesCertificate. Until so surrendered, each such certificate shall, from and after the Effective Time, Time each such Certificate shall represent for all purposes, purposes only the right to receive such Final Merger Consideration. (c) If any portion of the Final Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Final Merger Consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Final Merger Consideration made available to the Exchange Agent pursuant to Section 2.06(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Stock ninety (90) Business Days after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Stock for the Final Merger Consideration issuable and/or payable in respect of such shares of Company Stock (less the Escrow Holdback applicable thereto) in accordance with this AgreementSection 2.06 prior to that time shall thereafter look only to Parent for payment of the Final Merger Consideration issuable and/or payable in respect of such shares of Company Stock without any interest thereon. Notwithstanding the foregoing, "Person" means an individualParent shall not be liable to any holder of shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Immediately prior to such time when amounts remaining unclaimed by holders of shares of Company Stock would otherwise escheat to or become property of any governmental authority, a limited liability companysuch unclaimed amounts shall become, a partnershipto the extent permitted by applicable law, an associationthe property of Parent free and clear of any claims or interest of any Persons previously entitled thereto. (f) Any portion of the Final Merger Consideration made available to the Exchange Agent pursuant to Section 2.06(a) to pay for shares of Company Stock for which appraisal rights have been perfected shall be returned to Parent, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares shares of Common Stock (the "CERTIFICATES") for the Merger Consideration. Buyer At or prior to the Effective Time, Parent will make available available, or cause to be made available, to the Exchange Agent, as neededthe aggregate Closing Merger Consideration (and if Section 2.02(d) is applicable, the aggregate Additional Merger Consideration Consideration, if any) to be paid in respect of the Sharesshares of Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares shares of Common Stock at the Effective Time a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of Shares shares of Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive promptly following the Effective Time, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Closing Merger Consideration payable (and if Section 2.02(d) is applicable, the Additional Merger Consideration, if any) in respect of the Common Stock represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes Additional Merger Consideration shall only be paid to those Persons who receive the Closing Merger Consideration. (d) After the Effective Time, there shall be no further registration of transfers of shares of Common Stock. If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) that remains unclaimed by the holders of shares of Common Stock six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged such shares for the Merger Consideration in accordance with this Article prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Common Stock three 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) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto, other than any such claim or interest which any Person would otherwise have thereto under applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority, provided such Person establishes such claim or interest as if such claim or interest were to be established pursuant to applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) to pay for shares of Common Stock for which appraisal rights have been perfected pursuant to Section 2.05 hereto shall be returned to Surviving Corporation, upon demand. (g) Parent shall enter into an exchange agent agreement with the Exchange Agent which shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofAgreement and otherwise reasonably satisfactory to Parent and the Company.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "Exchange Transfer Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration, and the Company shall provide Buyer and the Transfer Agent with a complete and accurate list of names and addresses for the stockholders of record of the Company at the Effective Time. Buyer will make available deliver to the Exchange Transfer Agent, as neededat the Effective Time, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly (and in any event within three business days) after the Effective Time, Buyer will send, or will cause the Exchange Transfer Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Transfer Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Transfer Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. The Transfer Agent or Buyer, as the case may be, shall be entitled to deduct and withhold from the consideration otherwise payable pursuant to this Agreement such amounts as the Transfer Agent or Buyer are required to deduct and withhold under the Internal Revenue Code of 1986, as amended (the Code), or any applicable provision of state, local or foreign tax law, with respect to the making of any payment in respect of the Merger Consideration hereunder. To the extent such amounts are so withheld, such amounts shall be treated for all purposes of this Agreement as having been paid to the Person with respect to whom such deduction and withholding was made by the Transfer Agent or Buyer. No such deduction or withholding shall be made if the relevant Person shall provide documentation reasonably satisfactory to the Transfer Agent and Buyer establishing an exemption from withholding, and Buyer shall take customary actions to obtain such documentation prior to such deduction or withholding. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Transfer Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Transfer Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" Person means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) After the Effective Time, there shall be no further registration of transfers of Shares. If, after the Effective Time, certificates representing Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Merger Consideration made available to the Transfer Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of Shares three months after the Effective Time shall be returned to Buyer, upon demand, and any such holder who has not exchanged his Shares for the Merger Consideration in accordance with this Section prior to that time shall thereafter look only to Buyer for payment of the Merger Consideration in respect of his Shares. Notwithstanding the foregoing, Buyer shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of Shares two years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Buyer 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 Transfer Agent pursuant to Section 1.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Buyer, upon demand.

Surrender and Payment. (a) Prior to the Effective TimeElection Date, Buyer the Company shall appoint authorize an exchange agent satisfactory to Buyers to act as Exchange Agent hereunder (the "Exchange Agent") for the purpose of receiving Forms of Election and exchanging certificates representing Common Shares for the Merger Consideration. Buyer will Assuming the receipt of funds held by the Merger Sub as set forth in Section 4.10, the Company shall make available to the Exchange Agent, as needed, Agent prior to the Effective Time the aggregate Merger Consideration to be paid in respect of the Electing Cash Shares. For purposes of determining the Merger Consideration to be made available, Buyer the Company shall assume that no holder of Common Shares will perfect his its right to appraisal of his its Common Shares. As soon as practicable after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Common Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together Consideration in accordance with a properly completed letter of transmittal covering such Shares, will Section 2.3 shall be entitled promptly following the Effective Time to receive the Merger Consideration payable in respect of such Common Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) The Company shall be entitled to deduct and withhold from the Merger Consideration otherwise payable pursuant to this Agreement to any holder of Common Shares such amounts as the Company is required to deduct and withhold with respect to the making of such payment under the Internal Revenue Code of 1986, as amended (the "Code"), or any provision of state, local or foreign tax law. To the extent that amounts are so withheld by the Company, such withheld amounts shall be treated for all purposes of this Agreement as having been paid to the holder of the Common Shares in respect of which such deduction and withholding was made by the Company. (d) In the event of a transfer of ownership of a Common Share that is not registered in the transfer records of the Company, a certificate representing the proper number of Common Shares may be issued or paid to such a transferee if the certificate formerly representing such Common Shares is presented to the Exchange Agent, accompanied by all documents required to evidence and effect the transfer and to evidence that any applicable stock transfer taxes have been paid. If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Common Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Common Shares or establish to the satisfaction of Buyers, the Company or Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent a bank or trust company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, Agent the Merger Consideration to be paid in respect of the SharesShares (the "Exchange Fund"). For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at as of the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided in this Section 2.2. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such SharesShares and other customary documentation, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after As of the Effective Time, represent for all purposessuch Shares shall no longer be outstanding and shall automatically be canceled and retired and shall cease to exist, only and each holder of a certificate previously representing any such Shares shall cease to have any rights with respect thereto, except the right to receive the Merger Consideration upon surrender of the certificates representing such Merger ConsiderationShares, as contemplated hereby. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares or establish to the satisfaction of the Parent and the Exchange Agent that such tax has been paid or is not payablerequired. For purposes of this Agreement, "Personperson" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares shares of Common Stock (the "Certificates") for the Merger Consideration. Buyer At or prior to the Effective Time, Parent will make available available, or cause to be made available, to the Exchange Agent, as neededthe aggregate Closing Merger Consideration (and if Section 2.02(d) is applicable, the aggregate Additional Merger Consideration Consideration, if any) to be paid in respect of the Sharesshares of Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares shares of Common Stock at the Effective Time a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of Shares shares of Common Stock that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive promptly following the Effective Time, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Closing Merger Consideration payable (and if Section 2.02(d) is applicable, the Additional Merger Consideration, if any) in respect of the Common Stock represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes Additional Merger Consideration shall only be paid to those Persons who receive the Closing Merger Consideration. (d) After the Effective Time, there shall be no further registration of transfers of shares of Common Stock. If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) that remains unclaimed by the holders of shares of Common Stock six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged such shares for the Merger Consideration in accordance with this Article prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, neither Parent nor the Surviving Corporation shall be liable to any holder of shares of Common Stock for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Common Stock three 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) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto, other than any such claim or interest which any Person would otherwise have thereto under applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority, provided such Person establishes such claim or interest as if such claim or interest were to be established pursuant to applicable law if such amounts had escheated to, or otherwise become the property of, any governmental authority. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.04(a) to pay for shares of Common Stock for which appraisal rights have been perfected pursuant to Section 2.05 hereto shall be returned to Surviving Corporation, upon demand. (g) Parent shall enter into an exchange agent agreement with the Exchange Agent which shall set forth the duties, responsibilities and obligations of the Exchange Agent consistent with the terms of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofAgreement and otherwise reasonably satisfactory to Parent and the Company.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent reasonably acceptable to the Company (the "Exchange “Paying Agent"”) for the purpose of exchanging certificates representing Shares paying for the Merger ConsiderationConsideration in respect of (A) certificates representing shares of Company Stock (the “Certificates”) or (B) uncertificated shares of Company Stock (the “Uncertificated Shares”). Buyer will make available At or prior to the Exchange Effective Time, Parent shall deposit, or cause to be deposited, with the Paying Agent, as neededfor the benefit of the holders of Company Stock, cash in an amount sufficient to pay the Merger Consideration (such cash being hereinafter referred to be paid as the “Payment Fund”). Promptly after the Effective Time (but in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable event later than two (2) Business Days after the Effective Time), Buyer will Parent shall send, or will shall cause the Exchange Paying Agent to send, to each holder of Shares shares of Company Stock at the Effective Time a letter of transmittal for use (in such exchange a form that was reasonably acceptable to the Company prior to the Effective Time) 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 representing Certificates or transfer of the Uncertificated Shares to the Exchange Paying Agent)) for use in such exchange. (b) Each holder of Shares shares of Company Stock that have been converted into a the right to receive the Merger ConsiderationConsideration shall be entitled to receive, upon (i) surrender to the Exchange Paying Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering transmittal, or (ii) receipt of an “agent’s message” by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, will be entitled to receive the Merger Consideration payable in respect of such Sharesthe Company Stock represented by a Certificate or Uncertificated Share. Until so surrenderedsurrendered or transferred, as the case may be, each such certificate shall, Certificate or Uncertificated Share shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. The Payment Fund shall, pending its disbursement to the holders of Company Stock, be invested by the Paying Agent as directed by Parent or, after the Effective Time, the Surviving Corporation in (i) short-term direct obligations of the United States of America, (ii) short-term obligations for which the full faith and credit of the United States of America is pledged to provide for the payment of principal and interest, (iii) short-term commercial paper rated the highest quality by either ▇▇▇▇▇’▇ Investors Service, Inc. or Standard and Poor’s Ratings Services, or (iv) certificates of deposit, bank repurchase agreements or banker’s acceptances of commercial banks reasonably acceptable to the Company; provided that no such investment or losses shall affect the amounts payable to such holders of Company Stock and Parent shall promptly replace or cause to be replaced any funds deposited with the Paying Agent that are lost through any investment so as to ensure that the Payment Fund is at all times maintained at a level sufficient for the Paying Agent to pay the Merger Consideration. Earnings from investments, subject to the immediately preceding proviso, shall be paid to and shall be the sole and exclusive property of Parent and the Surviving Corporation. Except as contemplated by Section 2.03(e) hereof, the Payment Fund shall not be used for any other purpose. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by surrendered Certificate or the certificate or certificates surrendered in exchange therefortransferred Uncertificated Share is registered, it shall be a condition to such payment that the certificate or certificates so surrendered (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and that (ii) the Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other taxes Taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Paying Agent that such tax Tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation or the Paying Agent, they shall be canceled and exchanged as provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Stock two years after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged shares of Company Stock for the Merger Consideration in accordance with this AgreementSection 2.03 prior to that time shall thereafter look only to Parent for payment of the Merger Consideration, "Person" means an individualin respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Stock for any amounts paid to a corporationpublic official pursuant to applicable abandoned property, a limited liability companyescheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Stock immediately prior to such time when such amounts would otherwise escheat to or become property of any Governmental Authority shall become, a partnershipto the extent permitted by Applicable Law, an association, a trust the property of Parent free and clear of any claims or interest of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) 2.7.1 Prior to the Effective Time, Buyer Continental shall appoint an agent (Exchange Agent reasonably satisfactory to the "Exchange Agent") Company for the purpose of exchanging certificates representing Shares for shares of Common Stock as provided in Section 2.6. 1. At the Merger Consideration. Buyer Effective Time, Newco will make available to deposit with the Exchange Agent, as needed, Agent certificates representing the aggregate Merger Consideration to be paid in respect of the Sharesshares of Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Newco will send, or will cause the Exchange Agent to send, to each holder of Shares shares of Common Stock at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Common Stock to the Exchange Agent). (b) 2.7.2 Each holder of Shares shares of Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares ofCommon Stock, together with a properly completed letter of transmittal covering such Sharesshares of Common Stock, will be entitled to receive the Merger Consideration payable in respect of such Sharesshares of Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) 2.7.3 If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares shares of Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes Taxes required as a result of such payment to a Person person other than the registered holder of such Shares shares of Common Stock or establish to the satisfaction of the Exchange Agent that such tax Tax has been paid or is not payable. 2.7.4 After the Effective Time, there shall be no further registration of transfers of Common Stock. For purposes If, after the Effective Time, certificates representing shares of Common Stock are presented to Newco, they shall be canceled and exchanged for the Merger Consideration in accordance with the procedures set forth herein. 2.7.5 Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 2.7.1, and any portion of the Common Shares Trust that remains unclaimed by the holders of shares of Common Stock twelve months after the Effective Time shall be returned to Newco, upon demand, and any such holder who has not exchanged shares of Common Stock for the Merger Consideration in accordance herewith prior to that time shall thereafter look only to Newco for any claim for New Common, any cash in lieu of fractional shares of New Common and any dividends or distributions with respect to New Common. Notwithstanding the foregoing, neither Newco nor the Surviving Corporation shall be liable to any holder of shares of Common Stock for any amount paid to a public official pursuant to applicable abandoned property laws. 2.7.6 No dividends or other distributions with respect to the shares of New Common constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered certificates representing shares of Common Stock until such certificates are surrendered as provided herein. Upon such surrender, there shall be paid, without interest, to the person in whose name the certificates representing the shares of New Common into which such shares of Common Stock were converted are registered, all dividends and other distributions in respect of shares of New Common that are payable on a date subsequent to, and the record date for which occurs after, the Effective Time. 2.7.7 None of Parent, Newco, Surviving Corporation nor the Exchange Agent shall be liable to any person in respect of any cash, shares, dividends or distributions delivered to a public official pursuant to any applicable abandoned property, escheat or similar law. If any certificates representing Common Stock shall not have been surrendered prior to five years after the Effective Time (or immediately prior to such earlier date on which any Merger Consideration in respect of such certificate would otherwise escheat or become the property of any Governmental Entity), any such cash, shares, dividends or distributions payable in respect to such certificate shall, to the extent permitted by applicable law, become the property of Newco, free and clear of all claims or interests of any person previously entitled thereto. 2.7.8 In the event any certificate representing Common Stock, the holder of which is entitled to Merger Consideration hereunder, shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming such certificate to be lost, stolen or destroyed, and, if required by Newco, the posting by such person of a bond in customary form and amount as indemnity against any claim that may be made, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Merger Consideration deliverable in respect thereof in accordance with the procedures set forth in this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofSection 2.7.

Surrender and Payment. (a) Prior to the Effective Time, Buyer --------------------- Parent shall appoint an agent a bank or trust company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Parent will, or will cause Merger Subsidiary to, make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the SharesShares (the "Exchange Fund"). For purposes of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal demand cash payment of the fair market value of his SharesShares pursuant to Chapter 13 of the CGCL. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided in this Section 2.2. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such SharesShares and other customary documentation, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after As of the Effective Time, represent for all purposessuch Shares shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, only and each holder of a certificate previously representing any such Shares shall cease to have any rights with respect thereto, except the right to receive such the Merger Consideration, without interest, upon surrender of the certificates representing such Shares, as contemplated hereby. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Personperson" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent a bank or trust company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the SharesShares (the "Exchange Fund"). For purposes of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, and such other documents as shall be reasonably requested, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.of

Surrender and Payment. (a) Prior Not less than ten (10) Business Days prior to the Effective Time, Buyer Parent shall appoint an a paying agent reasonably satisfactory to the Company (the "Exchange “Paying Agent"”) for the purpose of exchanging certificates representing Shares Certificates for the Merger Consideration. Buyer will make available to On the Exchange Agent, same Business Day as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer Parent shall deposit, or cause to be deposited, with the Paying Agent by wire transfer of immediately available funds, cash sufficient to make the cash payments pursuant to Section 2.2(a)(i). On the Business Day immediately following the Effective Time, Parent will send, or will cause the Exchange Paying Agent to send, to each holder of Shares at record of shares of Company Common Stock as of the Effective Time Time, a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Paying Agent), which letter shall be in such form as the Company and Parent may reasonably agree to use in effecting delivery of shares of Company Common Stock to the Paying Agent. (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, Consideration as provided in this Article II will be entitled to receive the Merger Consideration payable in respect of the shares of Company Common Stock represented by such SharesCertificate only upon surrender to the Paying Agent of such Certificate, together with a properly completed and duly executed letter of transmittal. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the payment of such payment Merger Consideration that (i) the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that (ii) the Person requesting such payment of the Merger Consideration shall (A) pay to the Exchange Paying Agent any transfer or other taxes Taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or (B) establish to the reasonable satisfaction of the Exchange Agent Parent that such tax Tax either has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. For purposes If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures and subject to the limitations set forth, in this Article II. (e) Parent shall cause the Paying Agent to invest any portion of the Merger Consideration deposited with the Paying Agent in a money market fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States Government and repurchase agreements in respect of such obligations. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Parent. Any losses resulting from such investment shall not in any way diminish Parent’s and Merger Subsidiary’s obligation to pay the full amount of the Merger Consideration. (f) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of shares of Company Common Stock one (1) year after the Effective Time shall be returned to Parent and any such holder who has not exchanged such holder’s shares of Company Common Stock for the Merger Consideration in accordance with this AgreementSection 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder’s shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualnone of Parent, the Surviving Corporation, the Company, the Paying Agent or their respective Representatives shall be liable to any Person for any Merger Consideration delivered to a corporationpublic official pursuant to applicable abandoned property, a limited liability companyescheat or similar Laws. If any Certificate shall not have been surrendered immediately prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, a partnershipany such Merger Consideration shall, an associationto the extent permitted by applicable Law, a trust become the property of the Surviving Corporation, free and clear of all claims or interests of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Timemailing of the Company Proxy Statement (as defined in Section 3.09), Buyer Merger Sub shall appoint an agent (the "“Exchange Agent"”) for the purpose of exchanging certificates representing Shares for the Merger Common Stock Consideration. Buyer Merger Sub will make available to the Exchange Agent, as neededat the Closing Date, the Merger Common Stock Consideration to be paid in respect of the Shares. For purposes of determining the Merger Common Stock Consideration to be made available, Buyer Merger Sub shall assume that no holder of Shares will perfect his right to appraisal of his Sharesexercise dissenters’ rights. As soon as practicable Promptly after the Effective Time, Buyer the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Common Stock Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Common Stock Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Common Stock Consideration. No interest will be paid or will accrue on the Common Stock Consideration. (c) If any portion of the Merger Common Stock Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "“Person" ” means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Timerecord date for the Company Stockholder Meeting, Buyer Parent shall appoint an agent (the "Exchange Agent") reasonably acceptable to the Company for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger ConsiderationConsideration and for purposes of receiving Election Forms and determining, in accordance with Sections 2.02, 2.03 and 2.04 the form of the Merger Consideration to be received by each holder of Shares. Buyer At the Effective Time, Parent will make available to deposit with the Exchange Agent, as needed, Agent the Merger Consideration to be paid in respect of the Shares. For purposes the purpose of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder holders of Shares will perfect his right rights to appraisal of his their Shares. As soon as practicable after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of for each Share represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares one year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged Shares for the Merger Consideration in accordance with this AgreementSection 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, "Person" means an individualParent 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 three 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) 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. (f) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand. (g) No dividends or other distributions with respect to any Parent Stock constituting part of the Merger Consideration shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the Parent Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Stock with a corporationrecord date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Parent Stock with a limited liability company, record date after the Effective Time but with a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to such surrender.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Shares outstanding as of the Effective Time (the "CERTIFICATES") for the Merger Consideration. Buyer Parent will, or will make available to cause Merger Subsidiary to, deposit with the Exchange Agent, as neededprior to or upon the Effective Time, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange and instructions (which shall be mutually acceptable to Parent and the Company and specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each Parent shall cause the Exchange Agent to deliver promptly to each holder of Shares that have been converted into a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of for each Share formerly represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection 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, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of Shares two 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) shall become, a limited liability companyto the extent permitted by applicable law, a partnershipthe property of Parent free and clear of any claims or interest of any Person previously entitled thereto. (f) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer EVSI will send, or will cause the Exchange Agent to send, send to each holder of Shares record at the Effective Time of Company Shares a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Certificates to EVSI) in such form as the Company and EVSI may reasonably agree, for use in effecting delivery of Company Shares to the Exchange Agent)EVSI. (b) Each holder of Company Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent EVSI of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the allocable share of Merger Consideration payable in respect of the Company Shares represented by such SharesCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such allocable share of Merger Consideration. No interest will be paid or will accrue on any cash payable to holders of Certificates pursuant to the provisions of this Article II. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent EVSI any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the reasonable satisfaction of the Exchange Agent EVSI that such tax has been paid or is not payable. (d) At the Effective Time, the stock transfer books of the Company shall be closed and no transfers of Company Shares shall thereafter be made. If, after the Effective Time, Certificates are presented to the Surviving Sub or EVSI, they shall be canceled and exchanged for the Merger Consideration. (e) No party hereto shall be liable to any holder of Company Shares for any amount paid to a public official pursuant to applicable abandoned property, escheat and similar laws. Any amounts remaining unclaimed by holders of Company Shares five years after the Effective Time (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of EVSI free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to the EVSI Shares issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Agreement. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the EVSI Shares issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such EVSI Shares with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such EVSI Shares with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of the EVSI Shares, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofall of the EVSI Shares to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Prior to As soon as reasonably practicable as of or after the Effective Time, Buyer MergerSub shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to deposit with the Exchange Agent, as neededfor the benefit of the holders of Shares, for exchange in accordance with this Article 1, the Merger Consideration to be paid in respect of the SharesConsideration. For purposes of determining the Merger Consideration to be made available, Buyer MergerSub shall assume assume, subject to Section 1.04(d)(ii), that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer MergerSub will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Company Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an exchange agent (the "“Exchange Agent"”) for the purpose of exchanging certificates representing Shares Certificates for the Merger Consideration. Buyer will make available to At the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made availableEffective Time, Buyer shall assume that no holder of Shares will perfect his right deposit, or cause to appraisal of his Sharesbe deposited, with the Exchange Agent cash sufficient to make the cash payments payable pursuant to Section 2.2(a)(i). As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at record of shares of Company Common Stock as of the Effective Time Time, a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent), which letter shall be in such form as the Company and Buyer may reasonably agree to use in effecting delivery of shares of Company Common Stock to the Exchange Agent. (b) Each holder of Shares shares of Company Common Stock that have been converted into a the right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, Consideration as provided herein will be entitled to receive the Merger Consideration payable in respect of the shares of Company Common Stock represented by such SharesCertificate only upon surrender to the Exchange Agent of such Certificate. Until so surrendered, each such certificate Certificate so converted shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on any cash payable as part of the Merger Consideration or in lieu of fractional shares pursuant to Section 2.6. (c) If any portion of the Merger Consideration is to be paid to the name of a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the registration or payment of such payment Merger Consideration that the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer transfer. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or Buyer, they shall be canceled and, if applicable, exchanged for the Merger Consideration payable in exchange therefor in accordance with the procedures and that limitations set forth, in this Article II. (e) Any portion of the Person requesting such payment shall pay Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be returned to Buyer and any transfer or other taxes required as a result such holder who has not exchanged such holder’s shares of Company Common Stock for the Merger Consideration payable in exchange therefor in accordance with this Section 2.3 prior to that time shall thereafter look only to Buyer for delivery of the Merger Consideration in respect of such payment holder’s shares without any interest thereon. Notwithstanding the foregoing, Buyer shall not be liable to any Person for any Merger Consideration delivered to a Person other than the registered holder of such Shares public official pursuant to applicable abandoned property, escheat or establish similar Laws. (f) The Exchange Agent shall invest any cash made available to the satisfaction of the Exchange Agent that pursuant to Section 2.3(a) as directed by Buyer on a daily basis. Any interest and other income resulting from such tax has been investments shall promptly be paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofto Buyer.

Surrender and Payment. (a) Prior to or at the Effective Time, Buyer shall appoint an agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer will make available to deposit with the Exchange Agent, as neededfor the benefit of the holders of Shares, for exchange in accordance with this Article 2, the Merger Consideration to be paid in respect of the SharesConsideration. For purposes of determining the Merger Consideration to be made available, Buyer shall assume assume, subject to Section 2.04(d)(ii), that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer the Surviving Corporation will send, use its reasonable best efforts to send or will cause the Exchange Agent to send, within 5 business days thereafter, to each holder of Shares at the Effective Time a letter of transmittal and instructions for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent). (b) Each holder of Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive and the Exchange Agent shall deliver, upon surrender to the Exchange Agent of a certificate Certificate or certificates Certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. The Merger Consideration shall not be used for any other purpose. Until so surrendered, each such certificate Certificate shall, after the Effective Timetime, represent for all purposes, only the right to receive such Merger Consideration. No interest will be paid or will accrue on any cash payable as Merger Consideration or in lieu of any fractional shares of Common Stock. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate Certificate or certificates Certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate Certificate or certificates Certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the reasonable satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.05(a) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged his or her Shares for the Merger Consideration in accordance with this AgreementSection 2.05 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of his or her Shares. Notwithstanding the foregoing, "Person" means an individualneither the Surviving Corporation nor the Company shall 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 two years after the Effective Time (or such earlier date immediately prior to such time when such amounts would otherwise escheat to or become the property of any governmental authority) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation 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 pursuant to Section 2.05(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Buyer, upon demand. (g) No dividends or other distributions with respect to Surviving Corporation Stock with a corporationrecord date after the Effective Time shall be paid to the holder of any unsurrendered Certificate for Shares with respect to the Surviving Corporation Shares represented thereby and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 2.10 until the surrender of such Certificate in accordance with this Article 2. Subject to the effect of applicable laws (including, without limitation, abandoned property, escheat or similar laws), following surrender of any such Certificate, there shall be paid to the holder of the Certificate representing shares of Surviving Corporation Stock issued in exchange therefor, without interest, (i) the amount of any cash payable in lieu of a limited liability companyfractional Surviving Corporation Share to which such holder is entitled pursuant to Section 2.10 and the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such shares of Surviving Corporation Stock, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a partnership, an association, record date after the Effective Time but prior to such surrender and a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofpayment date subsequent to such surrender payable with respect to such shares of Surviving Corporation Stock.

Surrender and Payment. (a) Prior to the Effective TimeMerger Date, Buyer shall cause Parent to appoint an agent reasonably satisfactory to the Company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares shares of Company Stock for the Tires Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, certificates representing the Parent Common Stock in respect of the Tires Merger Consideration to be paid in respect of shares of Company Stock, in accordance with the Sharesterms of Section 1.01(b). For purposes of determining Promptly after the Merger Consideration to be made availableDate, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer will send, or will shall cause the Exchange Agent to send, to each holder of Shares shares of Company Stock at the Effective Time Merger Date a letter of transmittal for use in such exchange (which shall specify that delivery of the delivery Tires Merger Consideration shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Company Stock, to the Exchange Agent). Upon the conversion of Buyer Stock into Parent Common Stock in accordance with Section 1.02(b), all shares of Buyer Stock so converted shall be canceled and cease to exist, and each certificate theretofore representing any such shares shall, without any action on the part of the holder thereof, be deemed to represent an equivalent number of shares of Parent Common Stock. (b) Each holder of Shares shares of Company Stock that have been converted into a right to receive the Tires Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares of Company Stock, together with a properly completed letter of transmittal covering such Sharesshares of Company Stock, will be entitled to receive the Tires Merger Consideration payable in respect of such Sharesshares of Company Stock, cash in lieu of any fractional shares and certain dividends or other distributions in accordance with Section 1.03(g). Until so surrendered, each such certificate shall, after the Effective TimeMerger Date, represent for all purposes, purposes only the right to receive such the Tires Merger Consideration, cash in lieu of any fractional shares and certain dividends or other distributions in accordance with Section 1.03(g). (c) If any portion of the Tires Merger Consideration is to be paid to a Person other than the registered holder of the Shares shares of Company Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares shares of Company Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Merger Date, there shall be no further registration of transfers of shares of Company Stock. For purposes If, after the Merger Date, certificates representing shares of Company Stock or Buyer Stock are presented to the respective surviving corporations in the Mergers, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 1. (e) Any portion of the Tires Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of shares of Company Stock twelve months after the Merger Date shall be returned to Parent, upon demand, and any such holder who has not exchanged his shares of Company Stock for the Tires Merger Consideration in accordance with this Section 1.03 prior to that time shall thereafter look only to Parent for his claim for Tires Merger Consideration, any cash in lieu of any fractional shares and certain dividends or other distributions in accordance with Section 1.03(g). Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company Stock for any amount paid to a public official pursuant to applicable abandoned property laws. Any amounts remaining unclaimed by holders of shares of Company Stock two years after the Merger Date (or such earlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claim or interest of any Person previously entitled thereto. (f) Any portion of the Tires Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) to pay for shares of Company Stock in respect of which dissenters rights have been perfected shall be returned to Parent, upon demand. (g) No dividends or other distributions with respect to the Parent Common Stock constituting all or a portion of the Tires Merger Consideration shall be paid to the holder of any unsurrendered certificate representing Company Stock until such certificates are surrendered as provided in this Section 1.03. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the certificates representing the Parent Common Stock (i) at the time of such surrender, the amount of dividends or other distributions with a record date after the Merger Date payable prior to or on the date of such surrender with respect to such whole shares of Parent Common Stock, and not paid, and the amount of cash payable in lieu of any fractional shares, less the amount of any withholding taxes which may be required thereon under any provision of federal, state, local or foreign tax law, and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Merger Date but prior to the date of surrender and a payment date subsequent to the date of surrender payable with respect to such whole shares of Parent Common Stock, less the amount of any withholding taxes which may be required thereon under any provision of federal, state, local or foreign tax law. Parent shall make available to the Exchange Agent cash for these purposes. (h) If any certificate representing Company Stock shall have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the Person claiming such certificate to be lost, stolen or destroyed and, if required by Parent, the posting by such Person of a bond in such reasonable amount as Parent may direct as indemnity against any claim that may be made against it with respect to such certificate, the Exchange Agent shall issue in exchange for such lost, stolen or destroyed certificate the Tires Merger Consideration and, if applicable, any unpaid dividends and distributions on shares of Parent Common Stock deliverable in respect thereof and any cash in lieu of fractional shares, in each case pursuant to this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange Agent") reasonably acceptable to Elf for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Buyer Promptly after the Effective Time, Parent will make available cause to be deposited with the Exchange Agent, as needed, Agent the Merger Consideration to be paid in respect of the SharesShares converted pursuant to Section 2.02(a) and pursuant to Section 2.02(b), if applicable. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of Shares that have been converted into a the right to receive the Merger ConsiderationConsideration pursuant to Section 2.02(a) and pursuant to Section 2.02(b), if applicable, will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of for each Share represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. No interest shall be paid or will accrue on the Merger Consideration payable pursuant to the provisions of this Article 2. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to At the Effective Time, Buyer Acquisition shall appoint an agent deposit or cause to be deposited with a federally insured bank with assets of not less than $1,000,000,000 selected by Acquisition and reasonably satisfactory to ▇▇▇▇▇▇▇▇ (the "Exchange Agent"), cash in the amount sufficient to pay the Merger Consideration. (b) Promptly after the Effective Time, the Exchange Agent shall mail to each holder of record of a certificate or certificates which immediately prior to the Effective Time represented ▇▇▇▇▇▇▇▇ Shares (the "Certificates"), a letter of transmittal and instructions for use in effecting the purpose surrender of exchanging certificates representing Shares the Certificates in exchange for the Merger Consideration. Buyer will make available Within two business days after surrender of a Certificate to the Exchange Agent, as neededtogether with such letter of transmittal, duly executed, the Exchange Agent shall, pursuant to irrevocable instructions, remit to the holder of such Certificate in cash the Merger Consideration to for each ▇▇▇▇▇▇▇▇ Share formerly represented by such Certificate, and the Certificate so surrendered shall forthwith be paid in respect of the Sharescanceled. For purposes of determining the Merger Consideration to be made availableUntil surrendered as contemplated by this Section 2.07(b), Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable from and after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to Time each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery Certificate shall be effected, and risk of loss and title shall pass, deemed to represent only upon proper delivery of the certificates representing Shares to the Exchange Agent). (b) Each holder of Shares that have been converted into a right to receive the Merger ConsiderationConsideration for each ▇▇▇▇▇▇▇▇ Share formerly represented by such Certificate, upon surrender and shall not evidence any interest in, or any right to exercise the Exchange Agent rights of a certificate or certificates representing such Sharesshareholder of, together with the Surviving Corporation. If a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration cash payment is to be paid made to a Person person other than the registered holder of one in whose name the Shares represented by the certificate or certificates Certificate surrendered in exchange therefortherefor is registered, it shall be a condition to such issuance or payment that the certificate or certificates so surrendered shall such Certificate be properly endorsed (or otherwise be in proper form for accompanied by an appropriate instrument or transfer) and accompanied by evidence that any applicable stock transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has have been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofprovided for.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an Parent will act as exchange agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration (less the Escrow Holdback) and the Liquidation Consideration. Buyer Immediately following the Closing, Parent will make available to the Exchange Agent, as needed, the Merger Consideration (less the Escrow Holdback) and Liquidation Consideration to be paid in respect of the Shares. For purposes of determining On the Merger Consideration Closing Date or promptly thereafter, Shareholders will surrender the Certificates to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time for cancellation together with a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of Shares that have been converted into a the right to receive the Merger Consideration less the Escrow Holdback (and the Liquidation Consideration, if applicable) will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration less the Escrow Holdback (and the Liquidation Consideration, if applicable) payable for each Share represented by such Certificate. All such funds shall be paid to the holders of Shares by wire transfer to accounts specified in respect their respective letters of transmittal or, upon the request of any such Sharesholder, by check. Until so surrendered, each such certificate shall, Certificate shall represent after less the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration the Escrow Holdback (and the Liquidation Consideration, if applicable). (c) If any portion of the Merger Consideration less the Escrow Holdback or Liquidation Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration less the Escrow Holdback (and the Liquidation Consideration, if applicable) provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust the Merger Consideration (less the Escrow Holdback) or Liquidation Consideration made available to the Exchange Agent pursuant to Section 2.03(a) (and any interest or other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.income earned thereon) that remains unclaimed by the holders of Shares twenty

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent a bank or trust company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the SharesShares (the "Exchange Fund"). For purposes of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent). The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, except as provided in this Agreement. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such SharesShares and such other documents as may be reasonably requested, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Personperson" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer --------------------- Parent shall appoint an agent (the "Exchange Agent") for the purpose of -------------- exchanging certificates representing Shares shares of Company Common Stock for the Merger Consideration. Buyer will Parent shall cause Merger Co. to make available to the Exchange Agent, as neededsoon as reasonably practicable as of or after the Effective Time, the Merger Consideration to be paid delivered in respect of the Sharesshares of Company Common Stock. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer the Surviving Corporation will send, or will cause the Exchange Agent to send, to each holder of Shares shares of Company Common Stock at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Company Common Stock to the Exchange Agent). (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares of Company Common Stock, together with a duly executed and properly completed letter of transmittal covering such Sharesshares of Company Common Stock, will be entitled to receive the Merger Consideration payable in respect exchange for such shares of such SharesCompany Common Stock. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid delivered to a Person other than the registered holder of the Shares shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment delivery that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment delivery shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment delivery to a Person other than the registered holder of such Shares shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an ------ individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Newco shall appoint an designate a commercial bank or trust company organized under the laws of the United States or any state of the United States with capital, surplus, and undivided profits of at least $100,000,000 to act as agent (the "Exchange -------- Agent") for the purpose of exchanging certificates representing Shares shares of ----- Company Common Stock for the Merger Consideration. Buyer will make available At or prior to the Effective Time, Transworld shall deposit in trust with the Exchange Agent, as needed, Agent the funds necessary to pay the Merger Consideration to be paid in respect for shares of Company Common Stock converted by reason of the SharesMerger. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will the Surviving Corporation shall cause the Exchange Agent to send, send to each holder of Shares record of shares of Company Common Stock at the Effective Time a letter of transmittal in customary form for use in such exchange (which shall specify that the delivery of certificates shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares shares of Company Common Stock to the Exchange Agent). (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Sharesshares of Company Common Stock, together with a properly completed letter of transmittal covering such Sharesshares of Company Common Stock, will be entitled to receive the Merger Consideration payable in respect of such Sharesshares. Until so surrenderedAfter the Effective Time, each such certificate shall, after the Effective Timeuntil so surrendered, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares shares of Company Common Stock represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares shares of Company Common Stock or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock outstanding prior to the Effective Time. For purposes If, after the Effective Time, certificates representing shares of Company Common Stock outstanding prior to the Effective Time 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 Agreement. (e) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7(a) that remains unclaimed by the holders of shares of Company Common Stock one year after the Effective Time shall be returned to the Surviving Corporation upon demand, "Person" means an individualand any such holder who has not exchanged his shares of Company Common Stock for the Merger Consideration in accordance with this Section 1.7 prior to that time shall thereafter look only to the Surviving Corporation for payment of the Merger Consideration in respect of his shares of Company Common Stock, but shall have those rights against the Surviving Corporation as may be accorded to general creditors under applicable law. Notwithstanding the foregoing, the Surviving Corporation shall not be liable to any holder of shares of Company Common Stock for any amount paid to a corporationpublic official pursuant to applicable abandoned property laws. Any portion of the funds remaining unclaimed by holders of shares of Company Common Stock as of a date which is immediately prior to such time as such portion would otherwise escheat to or become property of any governmental entity shall, to the extent permitted by applicable law, become the property of the Surviving Corporation, free and clear of any claims or interest of any person previously entitled thereto. (f) Any portion of the funds deposited with the Exchange Agent pursuant to Section 1.7 (a) to pay for Dissenting Shares shall be returned to the Surviving Corporation upon demand. (g) The funds deposited with the Exchange Agent shall be invested by the Exchange Agent as directed by the Surviving Corporation 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 principal and interest, commercial paper rated of the highest quality by ▇▇▇▇▇'▇ Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit issued by a limited liability companycommercial bank having combined capital, surplus, and undivided profits aggregating at least $500,000,000, or a partnershipfund, an associationsubstantially all of the assets of which are invested in the foregoing types of investments, a trust or and any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofnet earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent (the "Exchange AgentEXCHANGE AGENT") for the purpose of exchanging certificates representing Company Shares (the "CERTIFICATES") for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid delivered in respect of the Company Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares record at the Effective Time of Company Shares a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Agent). (b) Each holder of Company Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of the Company Shares represented by such SharesCertificate. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to registered in the name of a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment registration that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment registration shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to registration in the name of a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Company Shares. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving Corporation or the Parent, they shall be canceled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article 2. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of Company Shares one (1) year after the Effective Time shall be returned to Parent, upon demand, and any such holder who has not exchanged such holder's Company Shares for the Merger Consideration in accordance with this Section 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder's Company Shares. Notwithstanding the foregoing, Parent shall not be liable to any holder of Company Shares for any Merger Consideration delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Company Shares three (3) years after the Effective Time (or such earlier date prior to such time as such amounts would otherwise escheat to or become property of any governmental entity) shall, to the extent permitted by applicable law, become the property of Parent free and clear of any claims or interest of any Person previously entitled hereto. (f) No dividends or other distributions with respect to Parent Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates until such Certificates are surrendered as provided in this Section 2.3. Subject to the effect of applicable laws, following such surrender, there shall be paid, without interest, to the record holder of the Parent Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such Parent Common Stock with a record date after the Effective Time and a payment date on or prior to the date of such surrender and not previously paid and (ii) at the appropriate payment date, the dividends or other distributions payable with respect to such Parent Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of this Agreementdividends or other distributions in respect of Parent Common Stock, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofall Parent Common Stock to be issued pursuant to the Merger shall be entitled to dividends pursuant to the immediately preceding sentence as if issued and outstanding as of the Effective Time.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an Bank One Corporation as agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) Each holder of Shares that have been converted into a the right to receive the Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Merger Consideration payable in respect of for each Share represented by such SharesCertificate. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates 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. (e) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of Shares six months after the Effective Time shall be returned to Parent, and any such holder who has not exchanged them for the Merger Consideration in accordance with this AgreementSection 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, "Person" means an individualParent shall not be liable to any holder of Shares for any amount paid to a public official pursuant to applicable abandoned property, a corporationescheat or similar laws. Any amounts remaining unclaimed by holders of Shares six 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) shall become, a limited liability companyto the extent permitted by applicable law, a partnershipthe 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 pursuant to Section 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior to the Effective Time, Buyer Parent shall appoint an agent a bank or trust company (the "Exchange Agent") for the purpose of exchanging certificates representing Shares for the Merger Consideration. Buyer Parent will make available to the Exchange Agent, as needed, the Merger Consideration to be paid in respect of the SharesShares (the "Exchange Fund"). For purposes of determining the Merger Consideration to be made available, Buyer Parent shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer Parent will send, or will cause the Exchange Agent to send, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent).. The Exchange Agent shall, pursuant to irrevocable instructions, make the payments provided in this Section 2.3. The Exchange Fund shall not be used for any other purpose, (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such SharesShares and such other documents as may be reasonably requested, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. For purposes of this Agreement, "Personperson" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) Prior to the Effective Time, Buyer shall appoint an agent a depositary (the "Exchange AgentDepositary") for the purpose of exchanging certificates representing Shares for the Merger Consideration. The Depositary shall at all times be a commercial bank having a combined capital and surplus of at least $100,000,000. Buyer will make available shall deposit with the Depositary immediately prior to the Exchange Agent, as neededEffective Time, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made availableso paid, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer will send, or will cause the Exchange Agent Depositary to send, but in no event later than three Business Days after the Effective Time, to each holder of Shares at the Effective Time a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares to the Exchange Agent)Depositary) and instructions for use in effecting the surrender of Shares in exchange for the Merger Consideration. (b) Each holder of Shares that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent Depositary of a certificate or certificates properly representing such Shares, together with a properly completed letter of transmittal covering such Shares, will be entitled to receive the Merger Consideration payable in respect of such Shares. Until so surrendered, each such certificate shall, after the Effective Time, represent for all purposes, only the right to receive such Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of the Shares represented by the certificate or certificates surrendered in exchange therefor, it shall be a condition to such payment that the certificate or certificates so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent Depositary any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares or establish to the satisfaction of the Exchange Agent Depositary that such tax has been paid or is not payable. For purposes of this Agreement, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof.

Surrender and Payment. (a) 2.8.1 Prior to the Effective Time, Buyer SCT shall appoint an independent agent (the "Exchange Agent") for the purpose of exchanging certificates representing Shares (the "Certificates") for the Final Merger Consideration. Buyer SCT will make available to the Exchange Agent, as needed, the Final Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable Promptly after the Effective Time, Buyer SCT will send, or will cause the Exchange Agent to send, to each holder of Shares entitled to receive Final Merger Consideration at the Effective Time a letter of transmittal for use in such exchange 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 representing Shares Certificates to the Exchange Agent)) for use in such exchange. (b) 2.8.2 Each holder of Shares that have been converted into a the right to receive the Final Merger ConsiderationConsideration will be entitled to receive, upon surrender to the Exchange Agent of a certificate or certificates representing such SharesCertificate, together with a properly completed letter of transmittal covering such Sharestransmittal, will be entitled to receive the Final Merger Consideration payable in respect for each Share represented by such Certificate. All such funds shall be paid to the holders of such SharesShares by cash, certified or bank check, or by wire transfer. Until so surrendered, each such certificate shall, Certificate shall represent after the Effective Time, represent Time for all purposes, purposes only the right to receive such Final Merger Consideration. (c) 2.8.3 If any portion of the Final Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates surrendered in exchange thereforCertificate is registered, it shall be a condition to such payment that the certificate or certificates Certificate so surrendered shall be properly endorsed or otherwise be in proper form for transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. 2.8.4 After the Effective Time, there shall be no further registration of transfers of Shares. For purposes If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Final Merger Consideration provided for, and in accordance with the procedures set forth, in this Section 2. 2.8.5 Any portion of this Agreementthe Final Merger Consideration made available to the Exchange Agent pursuant to Section 2.8.1 to pay for Shares for which appraisal rights have been perfected shall be returned to SCT, "Person" means an individual, a corporation, a limited liability company, a partnership, an association, a trust or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofupon demand.

Surrender and Payment. (a) Prior Not less than ten (10) Business Days prior to the Effective Time, Buyer Parent shall appoint an a paying agent reasonably satisfactory to the Company (the "Exchange Paying Agent") for the purpose of exchanging certificates representing Shares Certificates for the Merger Consideration. Buyer will make available to On the Exchange Agent, same Business Day as needed, the Merger Consideration to be paid in respect of the Shares. For purposes of determining the Merger Consideration to be made available, Buyer shall assume that no holder of Shares will perfect his right to appraisal of his Shares. As soon as practicable after the Effective Time, Buyer Parent shall deposit, or cause to be deposited, with the Paying Agent by wire transfer of immediately available funds, cash sufficient to make the cash payments pursuant to Section 2.2(a)(i). On the Business Day immediately following the Effective Time, Parent will send, or will cause the Exchange Paying Agent to send, to each holder of Shares at record of shares of Company Common Stock as of the Effective Time Time, a letter of transmittal for use in such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the certificates representing Shares Certificates to the Exchange Paying Agent), which letter shall be in such form as the Company and Parent may reasonably agree to use in effecting delivery of shares of Company Common Stock to the Paying Agent. (b) Each holder of Shares shares of Company Common Stock that have been converted into a right to receive the Merger Consideration, upon surrender to the Exchange Agent of a certificate or certificates representing such Shares, together with a properly completed letter of transmittal covering such Shares, Consideration as provided in this Article II will be entitled to receive the Merger Consideration payable in respect of the shares of Company Common Stock represented by such SharesCertificate only upon surrender to the Paying Agent of such Certificate, together with a properly completed and duly executed letter of transmittal. Until so surrendered, each such certificate Certificate shall, after the Effective Time, represent for all purposes, purposes only the right to receive such Merger Consideration. No interest will be paid or accrued on the Merger Consideration. (c) If any portion of the Merger Consideration is to be paid to a Person other than the registered holder of Person in whose name the Shares represented by the certificate or certificates applicable surrendered in exchange thereforCertificate is registered, it shall be a condition to the payment of such payment Merger Consideration that (i) the certificate or certificates so surrendered Certificate shall be properly endorsed or otherwise be in proper form for transfer and that (ii) the Person requesting such payment shall of the Merger Consideration shall (A) pay to the Exchange Paying Agent any transfer or other taxes Taxes required as a result of such payment to a Person other than the registered holder of such Shares Certificate or (B) establish to the reasonable satisfaction of the Exchange Agent Parent that such tax Tax either has been paid or is not payable. (d) After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company on the stock records of, or relating to, the Company. For purposes If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be canceled and exchanged for the Merger Consideration provided for, and in accordance with the procedures and subject to the limitations set forth, in this Article II. (e) Parent shall cause the Paying Agent to invest any portion of the Merger Consideration deposited with the Paying Agent in a money market fund registered under the Investment Company Act of 1940, the principal of which is invested solely in obligations issued or guaranteed by the United States Government and repurchase agreements in respect of such obligations. Any interest and other income resulting from such investment shall be the property of, and shall be paid to, Parent. Any losses resulting from such investment shall not in any way diminish Parent's and Merger Subsidiary's obligation to pay the full amount of the Merger Consideration. (f) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 2.3(a) that remains unclaimed by the holders of shares of Company Common Stock one (1) year after the Effective Time shall be returned to Parent and any such holder who has not exchanged such holder's shares of Company Common Stock for the Merger Consideration in accordance with this AgreementSection 2.3 prior to that time shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such holder's shares without any interest thereon. Notwithstanding the foregoing, "Person" means an individualnone of Parent, the Surviving Corporation, the Company, the Paying Agent or their respective Representatives shall be liable to any Person for any Merger Consideration delivered to a corporationpublic official pursuant to applicable abandoned property, a limited liability companyescheat or similar Laws. If any Certificate shall not have been surrendered immediately prior to such date on which any Merger Consideration would otherwise escheat to or become the property of any Governmental Authority, a partnershipany such Merger Consideration shall, an associationto the extent permitted by applicable Law, a trust become the property of the Surviving Corporation, free and clear of all claims or interests of any other entity or organization, including a government or political subdivision or any agency or instrumentality thereofPerson previously entitled thereto.