Common use of Surrender and Payment Clause in Contracts

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior On or prior to the Effective TimeClosing Date, Parent shall appoint Computershare Trust Company, N.A. (select a reputable bank or its successor) trust company reasonably satisfactory to the Company to act as the exchange agent (or such other nationally recognized exchange agent agreed to between in the parties hereto) Merger (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Offer Price (i) Company Common Stock Certificates or (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stockii) Book Entry Shares. Prior to Promptly after the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable pay to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit aggregate Offer Price to be paid in respect of the holders of shares of Company Common Stock issued Certificates and outstanding immediately prior to the Effective Time, Book Entry Shares. The cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be so deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior Agent is referred to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Exchange Fund.”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Exchange Agent will mail to the Persons who were record holders of Company Stock Certificates or Book Entry Shares immediately prior to the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a: (i) a letter of transmittal in customary form and instructions in forms containing such provisions as Parent may reasonably satisfactory specify and the Company shall reasonably approve prior to the Effective Time (including a provision confirming that delivery of Company (which shall specify that the delivery Stock Certificates or Book Entry Shares shall be effected, and risk of loss and title to Company Stock Certificates or Book Entry Shares shall pass, only upon proper delivery of such Company Stock Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book Entry Shares to the Exchange Agent); and (ii) instructions for use in effecting the surrender of Company Stock Certificates or Book Entry Shares in exchange for the Offer Price. Upon surrender of a Company Stock Certificate or Book Entry Shares to the Exchange Agent for exchange, together with a duly executed letter of transmittal and such exchange. Each other documents as may be reasonably required by the Exchange Agent or Parent: (A) the holder of shares of such Company Common Stock that have been converted into the right to receive the Merger Consideration Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the Merger Consideration in respect of Offer Price; and (B) the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, Certificate 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 the Exchange Agent of such other documents as may reasonably Book Entry Shares so surrendered shall be requested by the Exchange Agentcanceled. Until so surrendered or transferredas contemplated by this Section 2.07(b), each such Company Stock Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest and Book Entry Share shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registereddeemed, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on to represent only the stock transfer books of right to receive the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeOffer Price. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Company Stock Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bondParent may, in its reasonable discretion and as a condition to the payment of the Offer Price, require the owner of such customary amount as the Surviving Corporation may directlost, as indemnity stolen or destroyed Company Stock Certificate to provide an appropriate affidavit and indemnification obligation against any claim that may be made against it the Exchange Agent, Parent or the Surviving Corporation with respect to such Company Stock Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (fc) Any portion of the Payment Exchange Fund that remains unclaimed by the undistributed to holders of shares Company Stock Certificates and Book Entry Shares as of Company Common Stock twelve (12) months the date that is one year after the Effective Time date on which the Merger becomes effective shall be delivered to the Surviving Corporation, Parent upon demand, and any such holder who has not exchanged shares holders of Company Common Stock for the Merger Consideration Certificates or Book Entry Shares who have not theretofore surrendered their Company Stock Certificates or Book Entry Shares in accordance with this Section 2.04 prior to that time 2.07 shall thereafter look only to Parent for satisfaction of their claims for payment of the Offer Price. (d) Each of the Exchange Agent, Parent and the Surviving Corporation shall be entitled to deduct and withhold from any consideration payable or otherwise deliverable pursuant to this Agreement to any holder or former holder of Company Common Stock such amounts as may be required to be deducted or withheld from such consideration under the Code or any provision of state, local or foreign tax law or under any other applicable Legal Requirement. To the extent such amounts are so deducted or withheld and timely paid to the appropriate Governmental Body, such amounts shall be treated for all purposes under this Agreement as having been paid to the Person to whom such amounts would otherwise have been paid. (e) Neither Parent nor the Surviving Corporation shall be liable to any holder or former holder of Company Common Stock or to any other Person with respect to the payment of the Merger ConsiderationOffer Price, or for any cash amounts, delivered to any public official pursuant to any applicable abandoned property law, escheat law or other Legal Requirement.

Surrender and Payment. (a) Prior to the Company Merger Effective Time and the OpCo Merger Effective Time, as applicable, Parent shall appoint Computershare Trust the Company, N.A. ’s transfer agent or another nationally recognized financial institution (or its successorthe identity and terms of appointment of which shall be reasonably acceptable to the Company) to act as the exchange agent (or such other nationally recognized exchange and paying agent agreed to between in the parties hereto) Company Merger and the OpCo Merger (the “Exchange Agent”) for the purpose of (i) exchanging (for the Merger Consideration certificates representing shares of consideration set forth herein) each Company Common Stock Share and each Company Preferred Share outstanding immediately prior to the Company Merger Effective Time represented by a certificate (the each, a “CertificatesCertificate”); provided, however, that any references herein to “Certificates” are deemed to include references to ) or represented by book-entry account statements relating (each, a “Book-Entry Share”), in each case, other than the Excluded Shares, and (ii) exchanging each Partnership Unit (other than the Excluded Units) outstanding immediately prior to the ownership of shares of Company Common StockOpCo Merger Effective Time represented by book entry (each, a “Book-Entry Unit”). Prior to the Company Merger Effective Time and OpCo Merger Effective Time, Parent shall enter into deposit or cause to be deposited with the Exchange Agent in trust for the benefit of the holders of Company Common Shares, Company Preferred Shares and Partnership Units (other than Excluded Shares and Excluded Units, as the case may be) (i) an exchange agent agreement, aggregate number of shares of Parent Common Stock and an aggregate amount of cash in form and substance reasonably acceptable lieu of fractional shares equal to the Company, with such Exchange Agent for the payment Company Common Share Merger Consideration to be delivered in respect of the Company Common Shares, (ii) an aggregate amount of cash equal to the Company Preferred Share Merger Consideration and (iii) an aggregate amount of Parent OP Units and an aggregate amount of cash in accordance with this Agreement. Immediately following lieu of fractional shares equal to the Effective TimeOpCo Common Unit Merger Consideration (the foregoing clauses (i), (xii) and (iii), together with the cash deposited to pay any dividends or other distributions pursuant to Section 2.3(i), shall be referred to in this Agreement as the “Exchange Fund”). Parent shall agrees to deposit, or shall cause to be deposited, with the Exchange AgentAgent from time to time, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Timeas needed, cash in an amount sufficient to pay any dividends and other distributions pursuant to Section 2.3(i). The Exchange Agent shall, pursuant to written instructions by Parent, deliver the aggregate per share Parent Common Stock and cash payable in lieu of fractional shares comprising the Company Common Share Merger Consideration, the cash comprising the Company Preferred Share Merger Consideration (less and the amount Parent OP Units and cash in lieu of cash directed by Parent fractional shares comprising the OpCo Common Unit Merger Consideration, in each case as contemplated to be deposited by the Company issued or paid pursuant to clause (ySection 2.1 and Section 2.2, together with the cash comprising any dividends or other distributions payable in accordance with Section 2.3(i)) , out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. Any and (y) at all interest earned on cash deposited in the written request of Parent at least three (3) Business Days prior Exchange Fund shall be paid to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Surviving Company’s then-available cash on hand (the “Payment Fund”). To the extent, following extent that the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes Exchange Fund has diminished for any reason below the level required for the Exchange Agent to make prompt payment deliver the cash payable in lieu of fractional shares with respect to the Company Common Share Merger Consideration, the cash comprising the Company Preferred Share Merger Consideration, the cash payable in lieu of fractional shares with respect to the OpCo Common Unit Merger Consideration and the cash comprising any dividends or other distributions, in each case as contemplated to be paid pursuant to Section 2.1, Section 2.2 and Section 2.3(i), Parent shall, or shall cause the Surviving Company or the Surviving OpCo to, promptly replace or restore, or cause to be replaced or restored, restore the lost portion of such fund cash in the Exchange Fund so as to ensure that it the Exchange Fund is, at all times, maintained at a level sufficient for the Exchange Agent to make deliver such payments. The Payment Fund cash promptly as and when required pursuant to Section 2.1, Section 2.2 and Section 2.3(i). (b) As soon as reasonably practicable after the Company Merger Effective Time and the OpCo Merger Effective Time, as applicable, and in any event not later than the second (2nd) Business Day following the Company Merger Effective Time and the OpCo Merger Effective Time, as applicable, Parent shall cause the Exchange Agent to send to each holder of record of (i) an outstanding Company Common Share or an outstanding Company Preferred Share represented by a Certificate or an outstanding Book-Entry Share immediately prior to the Company Merger Effective Time (other than the Excluded Shares) and (ii) an outstanding Book-Entry Unit immediately prior to the OpCo Merger Effective Time (other than the Excluded Units) the following: (x) a letter of transmittal (which shall specify that delivery shall be invested effected, and risk of loss and title shall pass, only upon (in the case of holders of Certificates) proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Company Common Share Merger Consideration or Company Preferred Share Merger Consideration (as applicable) pursuant to Section 2.1 and OpCo Common Unit Merger Consideration pursuant to Section 2.2, and (y) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or of Book-Entry Shares or Book-Entry Units, as applicable, in exchange for the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration or OpCo Common Unit Merger Consideration, as applicable, in such form as Parent and the Company may reasonably agree. (c) Upon the surrender of a Certificate (or affidavit of loss in lieu thereof) or Book-Entry Shares or Book-Entry Units, as applicable, for cancellation to the Exchange Agent, together with delivery of a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, including such other documents as may be reasonably required pursuant to such instructions, the holder of such Company Common Shares, Company Preferred Shares or Partnership Units shall be entitled to receive in exchange therefor the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration or OpCo Common Unit Merger Consideration, as applicable, pursuant to the provisions of this Article II, in each case, less any applicable withholding Taxes, together with any dividends or other distributions payable in accordance with Section 2.3(i); provided, that the Certificates, Book-Entry Shares or Book-Entry Units surrendered shall forthwith be canceled. In the event of a transfer of ownership of a Company Common Share, a Company Preferred Share or a Partnership Unit that is not registered in the transfer records of the Company or the Partnership, as applicable, payment of the appropriate amount of Company Common Share Merger Consideration, Company Preferred Share Merger Consideration or OpCo Common Unit Merger Consideration, together with any dividends or other distributions payable in accordance with Section 2.3(i), may be made to a Person other than the Person in whose name the Certificate, Book-Entry Share or Book-Entry Unit so surrendered is registered, if such Certificate shall be properly endorsed or otherwise be in proper form for transfer (and accompanied by all documents reasonably required by the Exchange Agent and Parent) or such Book-Entry Share or Book-Entry Unit shall be properly transferred. No interest shall be paid or accrue on any Company Common Share Merger Consideration, Company Preferred Share Merger Consideration or OpCo Common Unit Merger Consideration payable upon surrender of any Certificate, Book-Entry Share or Book-Entry Unit. Until so surrendered, each such Certificate, Book-Entry Share or Book-Entry Unit shall, after the Company Merger Effective Time or OpCo Merger Effective Time, as applicable, represent for all purposes only the right to receive such Company Common Share Merger Consideration, Company Preferred Share Merger Consideration or OpCo Common Unit Merger Consideration, as applicable, together with any dividends or other distributions payable in accordance with Section 2.3(i). Notwithstanding anything to the contrary herein, no person shall be issued OpCo Common Unit Merger Consideration, nor shall such person be admitted to Parent OpCo, or considered a limited partner of Parent OpCo, without first executing a joinder to the Parent OpCo Partnership Agreement, as amended by the Parent OpCo Partnership Agreement Amendment, in accordance with its terms. Notwithstanding anything to the contrary contained in this Agreement, no holder of Book-Entry Shares or Book-Entry Units shall be required to deliver a Certificate or, in the case of holders of Book-Entry Shares held through The Depository Trust Company, an executed letter of transmittal, to receive the Merger Consideration that such holder is entitled to receive pursuant to this Agreement; provided, that such holder (other than any such holder of Book-Entry Shares held through the Depository Trust Company) shall still be obligated to deliver a duly executed IRS Form W-9 prior to receipt of any Merger Consideration hereunder. (d) If any payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate, Book-Entry Share or Book-Entry Unit is registered, it shall be a condition of such payment that the Person requesting such payment shall pay, or cause to be paid, any Transfer Taxes required by reason of the making of such payment to a Person other than the registered holder of the surrendered Certificate, Book-Entry Unit or Book-Entry Share or shall establish to the reasonable satisfaction of the Exchange Agent that such Taxes have been paid or are not payable. (e) After the Company Merger Effective Time and OpCo Merger Effective Time, as applicable, there shall be no further registration of transfers of Company Common Shares, Company Preferred Shares or Partnership Units that were issued and outstanding immediately prior to the Company Merger Effective Time or the OpCo Merger Effective Time, as applicable. From and after the Company Merger Effective Time and the OpCo Merger Effective Time, as applicable, the holders of outstanding Company Common Shares or Company Preferred Shares represented by Certificates or Book-Entry Shares prior to the Company Merger Effective Time and the holders of outstanding Partnership Units represented by Book-Entry Units outstanding immediately prior to the OpCo Merger Effective Time shall cease to have any rights with respect to such Company Common Shares, Company Preferred Shares and Partnership Units, except as otherwise provided in this Agreement or by applicable Law. If, after the Company Merger Effective Time and the OpCo Merger Effective Time, as applicable, Certificates, Book-Entry Shares or Book-Entry Units are presented to the Exchange Agent, the Surviving Company, the Surviving OpCo or Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this Article II. (f) Any portion of the Exchange Fund that remains unclaimed by the holders of Company Common Shares, Company Preferred Shares or Partnership Units after the date which is one (1) year following the Company Merger Effective Time or OpCo Merger Effective Time (as applicable) shall be returned to Parent or the Parent OpCo (as applicable), or transferred as otherwise directed by Parent; provided , upon demand. Any holder of Company Common Shares, Company Preferred Shares or Partnership Units who has not exchanged his, her or its Company Common Shares, Company Preferred Shares or Partnership Units in accordance with this Section 2.3 prior to that (i) no such investment or losses thereon time shall relieve thereafter look only to Parent from making for delivery of the payments required by this Article 2 or affect the amount of Company Common Share Merger Consideration payable hereunderor Company Preferred Share Merger Consideration, and following any losses or Parent OpCo for the OpCo Common Unit Merger Consideration in respect of such holder’s Company Common Shares, Company Preferred Shares or Partnership Units. Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares Certificates, Book-Entry Shares or Book-Entry Units for the Company Common Share Merger Consideration, Company Preferred Share Merger Consideration and OpCo Common Unit Merger Consideration. Notwithstanding the foregoing, none of Parent, Parent OpCo, the Company, the Surviving Company or the Surviving OpCo shall be liable to any Person (including any holder of Company Common Stock and the payment of the Shares, Company Preferred Shares or Partnership Units) for any Company Common Share Merger Consideration, Company Preferred Share Merger Consideration in respect of such shares or OpCo Common Unit Merger Consideration or any amounts or consideration that is required to be delivered to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any Company Common Share Merger Consideration, Company Preferred Share Merger Consideration or OpCo Common Unit Merger Consideration remaining unclaimed by holders of Company Common Stock. (b) Promptly after the Effective TimeShares, and in any event no later than Company Preferred Shares or Partnership Units three (3) Business Days years after the Company Merger Effective Time or OpCo Merger Effective Time, Parent shall sendas applicable, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidenceearlier date immediately prior to such time as such amounts would otherwise escheat to or become property of any governmental body, if anyagency, of transfer as the Exchange Agent may reasonably requestauthority or entity) in the case of a book-entry transfer of shares of Company Common Stockshall, and, in each case, delivery to the Exchange Agent extent permitted by applicable law, become the property of such other documents Parent or the Surviving OpCo (as may reasonably be requested by the Exchange Agent. Until so surrendered applicable) free and clear of any claims or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificateany Person previously entitled thereto. (cg) If any portion All Company Common Share Merger Consideration, Company Preferred Share Merger Consideration or OpCo Common Unit Merger Consideration issued or paid upon conversion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registeredCompany Common Shares, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed Company Preferred Shares or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required Partnership Units, as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates applicable, in accordance with the terms hereof of this Agreement, shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Company Common Shares, Company Preferred Shares and Partnership Units, as the case may be. (h) Notwithstanding anything in this Agreement to the contrary, no fractional shares of Parent Common Stock or Parent OP Units will be issued upon the conversion of Company Common Shares or Partnership Units, as applicable, pursuant to this Article II. In lieu of any such fractional shares, each holder of Company Common Shares or Partnership Units who would otherwise be entitled to such fractional shares shall be entitled to an amount in cash, without interest, rounded to the nearest cent, equal to the product of (a) the amount of the fractional share interest in a share of Parent Common Stock formerly represented or Parent OP Unit, as applicable, to which such holder would, but for this Section 2.3(h), be entitled under Article II and (b) the Parent Stock Price. No holder of Company Common Shares or Partnership Units shall be entitled by such Certificate virtue of the right to receive cash in lieu of fractional shares of Parent Common Stock or Parent OP Units described in this Section 2.3(h) to any dividends, voting rights or any other rights in respect of any fractional share of Parent Common Stock or Parent OP Unit (as applicable). The payment of cash in lieu of fractional shares of Parent Common Stock or Parent OP Units (as applicable) is not a separately bargained-for consideration but merely represents a mechanical rounding-off of the fractions in the exchange. Notwithstanding anything to the contrary herein, the consideration to be issued under this Article II shall be aggregated on a per holder basis (and from and not, for the avoidance of doubt, on a per account basis to the extent a holder may have multiple accounts) when calculating the amount of cash to be paid under this Article II in respect of fractional shares; provided that, for the avoidance of doubt, a holder of Company Common Shares or Partnership Units shall not receive an amount of cash with respect to this Section 2.3(h), in the aggregate, in excess of the Parent Stock Price. (i) No dividends or other distributions, if any, with a record date after the Company Merger Effective Time or the OpCo Merger Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflectas applicable, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, Parent Common Stock or Parent OP Units shall be paid to the Exchange Agent will issue, in exchange for such lost, stolen holder of any unsurrendered Company Common Shares or destroyed Certificate, the Merger Consideration Partnership Units to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.converted in

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (a commercial bank or its successor) as trust company that is reasonably satisfactory to the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) Company (the “Exchange Agent”) for the purpose of exchanging for paying the Merger Consideration certificates representing shares to the holders of Company Common Stock (and shall enter into an Exchange Agent Agreement with the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockExchange Agent. Prior At or prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit (from and after the Effective Time) of the holders of shares of Company Common Stock issued Stock, for payment and outstanding immediately prior exchange in accordance with this Section 1.03 through the Exchange Agent, (i) book-entry shares (which, to the Effective Timeextent subsequently requested, shall be exchanged for certificates) representing the total number of shares of Parent Common Stock issuable as Stock Consideration and (ii) cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Cash Consideration. In addition, Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior from time to the Effective Time an amount in time as needed, cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such paymentspayments in lieu of fractional shares payable pursuant to Section 1.06(b) and to pay any dividends or other distributions payable pursuant to Section 1.03(f). The Payment Fund shall be invested by All book-entry shares and cash deposited with the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iiiSection 1.03(a) such investments shall herewith be in short-term obligations of referred to as the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States“Exchange Fund”. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, Time (and in any event no later than three (3) within two Business Days after following the Effective TimeClosing Date), Parent shall send, or shall cause the Exchange Agent to send, to each Person who was, immediately prior to the Effective Time, a holder of record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right entitled to receive payment of the Merger Consideration pursuant to Section 2.03(a1.02(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent) for use in such exchange. payment. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, 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 Uncertificated Shares, the Merger Consideration in respect of the Company Common Stock, and, in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested Stock represented by the Exchange Agenta Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All Merger Consideration paid The stock transfer books of the Company shall be closed immediately upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate Effective Time and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock thereafter on the stock transfer books records of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeCompany. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, they shall be canceled and exchanged for converted into the right to receive only the Merger Consideration as to the extent provided for, and in accordance with and subject to the procedures set forth, in this Article 21. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 1.03(a) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) six months after the Effective Time shall be delivered to Parent or otherwise on the Surviving Corporation, upon demandinstruction of Parent, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 1.03 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company 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 Company Common Stock 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) No dividends or other distributions declared or made with respect to Parent Common Stock with a record date after the Effective Time, and no payment in lieu of fractional shares pursuant to Section 1.06(b), will be paid to the holders of any unsurrendered Certificates or Uncertificated Shares with respect to the shares of Parent Common Stock issuable upon surrender thereof until the holder of such Certificates or Uncertificated Shares shall surrender such Certificates or Uncertificated Shares in accordance with the terms of this Section 1.03. Subject to Applicable Law, promptly following the surrender of any such Certificates or Uncertificated Shares, the Exchange Agent shall deliver to the holders thereof, without interest, any dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock and, at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (or such other select a nationally recognized exchange agent agreed to between the parties hereto) financial institution (the “Exchange Agent”) for the purpose identity and terms of exchanging for the Merger Consideration certificates representing shares appointment of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent which shall enter into an exchange agent agreement, in form and substance be reasonably acceptable to the Company, with such Exchange ) to act as Paying Agent (the “Paying Agent”) for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit respect of the holders of shares each share of Company Common Stock issued outstanding immediately prior to the Effective Time represented by a Certificate and each Book‑Entry Share outstanding immediately prior to the Effective Time, in each case, other than the Cancelled Shares and any Dissenting Shares. At or prior to the Closing, Parent shall deposit or cause to be deposited with the Paying Agent, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less other than the amount of cash directed by Parent Company Equity Award Consideration) required to be deposited paid by the Company pursuant Paying Agent in accordance with this Agreement (such cash shall be referred to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash this Agreement as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Exchange Fund”). To In the extent, following event the deposits Exchange Fund shall be insufficient to make the payments in connection with the Merger contemplated by the preceding clauses (x) and (y)‎‎Section 3.01 or ‎Section 3.05, such fund diminishes for any reason below the level required to make prompt payment of the Merger Considerationrespectively, Parent shall promptly replace or restore, deposit or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide deposited additional funds with the Paying Agent or the Company, as applicable, in an amount that is equal to the Exchange Agent deficiency in the amount of any such lossesrequired to make the applicable payment. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration (iiother than the Company Equity Award Consideration) no such investment shall have maturities that could prevent or delay payments contemplated to be made issued pursuant to this Agreement and (iii) such investments shall be in short-term obligations ‎Section 3.01 out of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving CorporationExchange Fund. The Payment Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall . (b) As soon as reasonably practicable after the Effective Time and in any event not later than the second (2nd) Business Day following the Effective Time, Parent shall cause will direct the Surviving Corporation to) pay all charges and expenses, including those Paying Agent to send to each holder of the Exchange Agent, in connection with the exchange record of a Certificate or Certificates or who holds their shares of Company Common Stock directly and not in “street name” as of immediately prior to the payment of Effective Time (other than the Merger Consideration Cancelled Shares and any shares in respect of Company Equity Awards and except for any Dissenting Shares) and each holder of Unexchanged Shares, to the extent such shares of Company Common Stock.holder remains entitled to proceeds under the 2021 Merger Agreement in accordance with its terms and applicable Law (each, an “LoT Holder”) (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(ai) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates Certificate(s) (or customary and effective affidavits of loss in lieu of the Certificates pursuant thereof which is reasonably acceptable to Section 2.09) Parent), to the Exchange Paying Agent) in such form as Parent and the Company may reasonably agree, for use in such exchange. Each holder effecting delivery of shares of Company Common Stock that have been converted into to the right Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or customary and effective affidavits of loss in lieu thereof which is reasonably acceptable to receive the Merger Consideration shall be entitled to receive Parent), as applicable, in exchange for the Merger Consideration in respect such form as Parent and the Company may reasonably agree. (c) Upon the surrender of a Certificate (or delivery of a customary affidavit of loss in lieu thereof which is reasonably acceptable to Parent), as applicable, for cancellation to the Paying Agent, together with a letter of transmittal duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions or by the Paying Agent, the holder of the shares of Company Common Stock represented by a Certificatesuch Certificate or otherwise constituting an LoT Holder as of immediately prior to the Effective Time (other than any shares in respect of Company Equity Awards or Company Warrants) shall be entitled to receive in exchange therefor and Parent shall cause the Paying Agent to pay in exchange therefor, as promptly as practicable (but in any event within two three (23) Business Days), upon (i) surrender the Merger Consideration pursuant to the Exchange Agent provisions of a Certificatethis ‎Article III, together with a duly completed and validly executed letter of transmittal, or (ii) the Certificates surrendered shall forthwith be canceled. Upon receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of Book-Entry Shares held in “street name” and not in respect of any LoT Holders, the holders of such Book-Entry Shares shall be entitled to receive the Merger Consideration pursuant to the provisions of this ‎Article III, and the transferred Book-Entry Shares so surrendered will be canceled. No holder of Book-Entry Shares will be required to provide a book-entry Certificate or an executed letter of transmittal to the Paying Agent in order to receive the payment that such holder is entitled to receive pursuant to this ‎Article III. In the event of a transfer of shares ownership of Company Common Stock, and, Stock that is not registered in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 records of the Company, payment of the appropriate amount of Merger Consideration is to may be paid made to a Person other than the Person in whose name the Certificate or Book‑Entry Share so surrendered Certificate is registered, it shall be a condition subject to such payment that (i) either ‎Section 3.02(e), if such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer (and (iiaccompanied by all documents reasonably required by the Paying Agent) the Person requesting or such payment Book‑Entry Share shall pay to the Exchange Agent be properly transferred. No interest shall be paid or accrue on any transfer or other Tax required as a result cash payable upon surrender of such payment to a Person other than the registered holder of such any Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payableBook‑Entry Share. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed Prior to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there Parent and the Company shall reasonably cooperate to establish procedures with the Paying Agent and the Depository Trust Company (“DTC”) to ensure that (i) if the Closing occurs at or prior to 2:00 p.m. Eastern time (or such other time as may be no further registration of transfers mutually agreed in writing by Parent and the Company) on the Closing Date, the Paying Agent will transmit to DTC or its nominees on the Closing Date or within two (2) Business Days thereof an amount in cash in immediately available funds equal to the number of shares of Company Common Stock on the stock transfer books held of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected record by DTC or such nominee immediately prior to the Effective Time. If, after Time (other than the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled Cancelled Shares and exchanged any shares in respect of Company Equity Awards and except for any Dissenting Shares) multiplied by the Merger Consideration as provided for(such amount, the “DTC Payment”), and in accordance with (ii) if the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon Closing occurs after such time on the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessaryClosing Date, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Paying Agent will issue, in exchange for such lost, stolen transmit to DTC or destroyed Certificate, its nominee on the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. third (f3rd) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months Business Day after the Effective Time shall be delivered Closing Date an amount in cash in immediately available funds equal to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationDTC Payment.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (a commercial bank or its successor) as trust company reasonably acceptable to the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) Company (the “Exchange Agent”) for the purpose of exchanging (i) Certificates or (ii) Uncertificated Shares for the Merger Consideration certificates representing shares Consideration. As of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeStock, cash for exchange in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, accordance with this Section 2.03 through the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall certificates (or shall cause evidence of shares in book-entry form) representing the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount shares of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made Parent Common Stock issuable pursuant to this Agreement and (iiiSection 2.02(a)(i) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used exchange for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of outstanding shares of Company Common Stock and (y) cash sufficient to pay the payment aggregate Per Share Cash Consideration payable pursuant to Section 2.02(a)(i). Parent agrees to make available directly or indirectly to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which such holders are entitled pursuant to Section 2.03(f) and cash in lieu of the Merger Consideration in respect any fractional share of Parent Common Stock to which such shares of Company Common Stock. (b) holder is entitled pursuant to Section 2.07. Promptly after the Effective Time, Time (and in any no event no later more than three (3) five Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions (which shall be in forms a form reasonably satisfactory acceptable to the Company (and substantially finalized prior to the Effective Time and which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent) for use in such exchange. All certificates (or evidence of shares in book-entry form) and cash deposited with the Exchange Agent pursuant to this Section 2.03 shall be referred to in this Agreement as the “Exchange Fund.” Parent shall cause the Exchange Agent to deliver the Merger Consideration contemplated to be issued or paid pursuant to this Article II out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided that no such investment or losses thereon shall affect the Merger Consideration payable to holders of Company Common Stock entitled to receive such consideration or cash in lieu of fractional interests; provided, further, that, to the extent necessary to pay the Merger Consideration, Parent shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of Company Common Stock entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent upon termination of the Exchange Fund. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, 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 Uncertificated Shares, the Merger Consideration in respect of the Company Common Stock represented by a Certificate or Uncertificated Share. The shares of Parent Common Stock constituting part of such Merger Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of shares of Company Common Stock, and, in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered Stock or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificateis otherwise required under Applicable Law. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax similar Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid The stock transfer books of the Company shall be closed immediately upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate Effective Time and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock thereafter on the stock transfer books records of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeCompany. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, they shall be canceled and exchanged for the Merger Consideration as Consideration, any dividends or other distributions to which the holders thereof are entitled pursuant to Section 2.03(f) and any cash in lieu of any fractional share of Parent Common Stock to which such holders are entitled pursuant to Section 2.07, in each case to the extent provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund Merger Consideration made available to the Exchange Agent pursuant to Section 2.03(a) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) 12 months after the Effective Time shall be delivered to the Surviving Corporation, upon demandParent or as otherwise instructed by Parent, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration and any dividends and distributions (and cash in lieu of any fractional shares of Parent Common Stock) with respect thereto, in respect of such shares without any interest thereon. Notwithstanding the foregoing, Parent shall not be liable to any holder of shares of Company 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 Company Common Stock 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) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.07, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.03. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent constituting part of the Merger Consideration have been registered, (i) promptly after the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.07 and the aggregate amount of all dividends or other distributions payable with respect to securities of Parent constituting part of the Merger Consideration with a record date after the Effective Time that were paid prior to the time of such surrender or transfer with respect to such securities of Parent, and (ii) at the appropriate payment date, the amount of all dividends or other distributions payable with respect to securities of Parent constituting part of the Merger Consideration with a record date after the Effective Time and prior to the time of such surrender or transfer and with a payment date subsequent to the time of such surrender or transfer. (g) The payment of any transfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) incurred solely by a holder of Company Common Stock in connection with the Merger, and the filing of any related Tax returns and other documentation with respect to such Taxes and fees, shall be the sole responsibility of such holder.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall will appoint Computershare Trust Company, N.A. (a bank or its successor) as trust company reasonably acceptable to the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) Company (the “Exchange Agent”) for the purpose of exchanging Stock Certificates. Parent will make available to the Exchange Agent funds in amounts and at the times necessary for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the prompt payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, Section 1.04 (x) Parent shall deposit, or shall cause such cash is referred to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Exchange Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective TimePromptly, and but in any no event no later more than three (3) Business Days five business days, after the Effective Time, Parent shall will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company Common a Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Certificate a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchangesurrendering the Stock Certificates for payment in accordance with this Section 1.04. Each holder of shares of Company Common Stock that have been converted into The agreement with the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business DaysExchange Agent will provide that, upon (i) surrender to the Exchange Agent of a Certificatesuch Stock Certificates, together with a duly completed and validly executed the letter of transmittal, or (ii) receipt of an “agent’s message” by duly executed and completed in accordance with 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 the Exchange Agent of instructions thereto and such other documents as may be reasonably be requested required by the Exchange Agent. Until so surrendered or transferred, each the Exchange Agent will promptly pay to the persons entitled thereto, out of the Exchange Fund, a check in the amount to which such persons are entitled pursuant to Section 1.03(b), after giving effect to any required Tax withholdings, and such Stock Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall will forthwith be paid or accrued on the cash payable upon the surrender or transfer of such Certificatecancelled. (c) If any portion of the Merger Consideration cash is to be paid to a Person other than the Person registered holder of the Stock Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall will be a condition to such payment that (i) either such Certificate shall the Stock Certificates so surrendered be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax Taxes required as a result of such payment to a Person other than the registered holder of such Certificate issuance or establish to the satisfaction of the Exchange Agent that such Tax has Taxes have been paid or is are not payableapplicable. For purposes of this Agreement, “Person” means an individual, a corporation, a partnership, a limited liability company, an association, a trust, or any other entity or organization, including a government or political subdivision or any agency or instrumentality thereof. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from At and after the Effective Time, the stock transfer books of the Company will be closed, and there shall will be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected outstanding prior to the Effective Time. If, at or after the Effective Time, Stock Certificates are presented to the Surviving CorporationCorporation for transfer or otherwise, they shall will be canceled cancelled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2.I. (e) Any cash in the Exchange Fund that remains unclaimed by the holders of shares of Common Stock six months after the Effective Time will be returned to Parent, upon demand, and any such holder who has not surrendered his shares of Common Stock in accordance with this Section 1.04 prior to that time may thereafter look only to Parent, as a general creditor thereof, to pay the Merger Consideration to which such holder is entitled. Notwithstanding the foregoing, Parent will not be liable to any holder of shares of Common Stock for any amount paid to a public official pursuant to applicable abandoned property, escheat or similar laws. (f) If any Stock Certificate shall have been is lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Stock Certificate to be lost, includingstolen or destroyed and, if necessaryrequired by the Surviving Corporation, the posting by such Person of a bond, bond in such customary reasonable amount as the Surviving Corporation Parent may direct, direct as indemnity against any claim that may be made against it with respect to such Stock Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, pay the Merger Consideration to be paid payable in respect of the shares of Company Common such Stock formerly represented by such Certificate, as contemplated under Certificate pursuant to this Article 2Agreement. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) Company (the “Exchange Agent”) and enter into an exchange agent agreement with the Exchange Agent for the purpose of exchanging (in each case, other than Excluded Shares) for the Merger Consideration (A) certificates representing shares of Company Common Stock (the “Common Stock Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ) or (B) uncertificated shares of Company Stock which immediately prior to the Effective Time were registered to a holder on the stock transfer books of the Company (the “Uncertificated Common StockShares”). Prior At or prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeStock, cash for exchange in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, accordance with this Section ‎2.04 through the Exchange Agent, evidence of shares in book-entry form representing the shares of Parent Class A Common Stock issuable pursuant to ‎Section 2.03(i) in exchange for the benefit of the holders of outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Stock. Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required agrees to make prompt payment of the Merger Considerationpromptly available, Parent shall promptly replace directly or restoreindirectly, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent from time to time as needed additional cash sufficient to pay any dividends or other distributions to which holders of Company Stock are entitled pursuant to Section ‎2.04(f) and cash in the amount lieu of any fractional shares of Parent Class A Common Stock to which such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made holders are entitled pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United StatesSection ‎2.07. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, Time and in any event no later than within three (3) Business Days after the Effective TimeClosing Date, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock represented by a Certificate at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange AgentAgent and which shall otherwise be in customary form and shall include customary provisions with respect to delivery of an “agent’s message” regarding the book-entry transfer of Uncertificated Shares) for use in such exchange. All evidence of shares in book-entry form and cash deposited with the Exchange Agent pursuant to this Section ‎2.04 shall be referred to in this Agreement as the “Exchange Fund.” Parent shall cause the Exchange Agent to deliver the Merger Consideration contemplated to be issued or paid pursuant to this Article ‎2 out of the Exchange Fund in accordance herewith. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by P▇▇▇▇▇; provided that no such investment or losses thereon shall affect the dividends or other distributions to which holders of Company Stock are entitled pursuant to Section ‎2.04(f) or cash in lieu of fractional interests to which holders of Company Stock are entitled pursuant to Section ‎2.07. Any interest and other income resulting from such investments shall be the property of, and paid to, Parent upon termination of the Exchange Fund. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, 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 Uncertificated Shares, in respect of each share of Company Stock represented by such Certificate or Uncertificated Share (A) the Merger Consideration and (B) any cash in lieu of any fractional shares of Company Parent Class A Common StockStock and any dividends and distributions with respect thereto as contemplated by Section ‎2.07 and Section ‎2.04(f), and, in each case, delivery to the Exchange Agent as applicable). The shares of Parent Class A Common Stock constituting part of such other documents as may reasonably Merger Consideration shall, at Parent’s option, be requested by the Exchange Agent. Until so surrendered or transferredin uncertificated book-entry form, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificateunless a physical certificate is required under Applicable Law. (c) If any portion of the Merger Consideration (or cash in lieu of any fractional shares of Parent Class A Common Stock or any dividends and distributions with respect thereto contemplated by Section ‎2.07 or Section ‎2.04(f), as applicable) is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax similar Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such Tax has transfer or similar Taxes have been paid or is are not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from From and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books records of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeCompany. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent for any reason, they shall be canceled cancelled and exchanged for the Merger Consideration (and cash in lieu of any fractional shares of Parent Class A Common Stock and any dividends and distributions with respect to the Merger Consideration as provided forcontemplated by Section ‎2.07 and Section ‎2.04(f), and as applicable) with respect thereto in accordance with the procedures set forthforth in, in or as otherwise contemplated by, this Article 2‎2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Exchange Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after following the Effective Time Closing Date shall be delivered to the Surviving CorporationParent or as otherwise instructed by Parent, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 ‎2.04 prior to that such time shall thereafter look only to Parent for payment of such Merger Consideration (and cash in lieu of any fractional shares of Parent Class A Common Stock and any dividends and distributions with respect thereto as contemplated by Section ‎2.07 and Section ‎2.04(f), as applicable), without any interest thereon. Notwithstanding the foregoing, Parent and its Subsidiaries (including, after the Closing, the Surviving Corporation and its Subsidiaries) shall not be liable to any holder of shares of Company Stock for any amounts properly paid to a public official in compliance with applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of shares of Company Stock 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) Following the surrender of any Certificates or the transfer of any Uncertificated Shares as provided in this Section ‎2.04, and in any event within two (2) Business Days of such surrender or transfer, the Exchange Agent shall promptly pay, or cause to be paid, without interest, to the Person in whose name the shares of Parent Class A Common Stock constituting the Merger Consideration have been registered, (i) in connection with the payment of the Merger Consideration, (x) the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section ‎2.07, as applicable, and (y) the aggregate amount of all dividends or other distributions payable with respect to such shares of Parent Class A Common Stock with a record date on or after the Effective Time that were paid prior to the time of such surrender or transfer, and (ii) at the appropriate payment date after the payment of the Merger Consideration, the amount of all dividends or other distributions payable with respect to whole shares of Parent Class A Common Stock constituting the Merger Consideration with a record date on or after the Effective Time and prior to the time of such surrender or transfer and with a payment date subsequent to the time of such surrender or transfer. No dividends or other distributions with respect to shares of Parent Class A Common Stock constituting the Merger Consideration, and no cash payment in lieu of fractional shares pursuant to Section ‎2.07, as applicable, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section ‎2.04. (g) The payment of any transfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) incurred solely by a holder of Company Stock in connection with the Merger, and the filing of any related Tax Returns and other documentation with respect to such Taxes and fees, shall be the sole responsibility of such holder.

Surrender and Payment. (a) Prior to the Effective TimeMailing Date, Parent CME Group shall appoint Computershare Trust Company, N.A. (or its successor) as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) NYMEX Holdings (the “Exchange Agent”) for the purpose of exchanging Certificates for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockConsideration. Prior to As soon as reasonably practicable after the Effective Time, Parent shall enter into an exchange agent agreement, but in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately no event more than seven (7) Business Days following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall CME Group will send, or shall will cause the Exchange Agent to send, to each holder of record holder of shares of Company NYMEX Holdings Common Stock at Securities as of the Effective Time (and, to the extent commercially practicable, to make available for collection by hand if so elected by such holder of record), whose shares of NYMEX Holdings Common Securities were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a1.9 (Effect on Capital Stock) and Section 1.10 (Election Procedures), a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or effective affidavits of loss in lieu of the Certificates pursuant to Section 2.09thereof) to the Exchange Agent) in such form as NYMEX Holdings and CME Group may reasonably agree, including instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) to the Exchange Agent in exchange for the Merger Consideration. Promptly after the Effective Time, CME Group shall cause to be deposited with the Exchange Agent, in trust for the benefit of the holders of shares of NYMEX Holdings Common Securities, shares of CME Group Class A Common Stock (which shall be in non-certificated book-entry form) and an amount of cash in U.S. dollars sufficient to be issued and paid pursuant to Section 1.9 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) pursuant to the provisions of Article I and Article II. Following the Effective Time, CME Group agrees to make available to the Exchange Agent, from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.1(f). All cash and book-entry shares representing CME Group Class A Common Stock deposited with the Exchange Agent shall be referred to in this Agreement as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be issued pursuant to Section 1.9 (Effect on Capital Stock), Section 1.10 (Election Procedures) and Section 2.5 (No Fractional Shares) out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. The Exchange Agent shall invest any cash included in the Exchange Fund as directed by CME Group; provided that no such exchangeinvestment or losses thereon shall affect the Merger Consideration payable to holders of NYMEX Holdings Shares entitled to receive such consideration or cash in lieu of fractional interests and CME Group shall promptly cause to be provided additional funds to the Exchange Agent for the benefit of holders of NYMEX Holdings Shares entitled to receive such consideration in the amount of any such losses. Any interest and other income resulting from such investments shall be the property of, and paid to, CME Group. (b) Each holder of shares of Company NYMEX Holdings Common Stock Securities that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business DaysConsideration, upon (i) surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof), together with a duly properly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by duly executed and completed in accordance with the Exchange Agent (or such other evidenceinstructions thereto, 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 the Exchange Agent of and such other documents as may reasonably be requested required by the Exchange Agent, will be entitled to receive in exchange therefor (i) the number of shares of CME Group Class A Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of CME Group Class A Common Stock, if any, that such holder has the right to receive and/or (ii) a check in the amount, if any, that such holder has the right to receive, including cash payable in lieu of fractional shares pursuant to Section 2.5 (No Fractional Shares) and dividends and other distributions payable pursuant to Section 2.1(f) (less any required Tax withholding), pursuant to Section 1.9 (Effect on Capital Stock), Section 1.10 (Election Procedures) and this Article II. The Merger Consideration shall be paid as promptly as practicable (by mail or, to the extent commercially practicable, made available for collection by hand if so elected by the surrendering holder of a Certificate) after receipt by the Exchange Agent of the Certificate and letter of transmittal in accordance with the foregoing. No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered or transferredsurrendered, each such Certificate shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive such 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 Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer or other similar Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to such payment the registration thereof that (i) either such the surrendered Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other Tax similar Taxes required as a result of such payment to registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company NYMEX Holdings Common Stock on Securities. From and after the stock transfer books Effective Time, the holders of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected Certificates representing shares of NYMEX Holdings Common Securities outstanding immediately prior to the Effective TimeTime shall cease to have any rights with respect to such shares of NYMEX Holdings Common Securities except as otherwise provided in this Agreement or by applicable Law. If, after the Effective Time, Certificates are presented to the Surviving CorporationExchange Agent or CME Group, they shall be canceled cancelled and exchanged for the Merger Consideration as consideration provided for, and in accordance with the procedures set forth, in Article I and this Article 2II. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Exchange Fund that remains unclaimed by the holders of shares of Company NYMEX Holdings Common Stock twelve Securities one (121) months year after the Effective Time shall be delivered returned to the Surviving CorporationCME Group, upon demand, and any such holder who has not exchanged his or her shares of Company NYMEX Holdings Common Stock Securities for the Merger Consideration in accordance with this Section 2.04 2.1 prior to that time shall thereafter look only to Parent and the Surviving Corporation CME Group for payment delivery of the Merger ConsiderationConsideration in respect of such holder’s shares of NYMEX Holdings Common Securities. Notwithstanding the foregoing, neither CME Group, Merger Sub nor NYMEX Holdings shall be liable to any holder of shares of NYMEX Holdings Common Securities for any Merger Consideration delivered to a public official pursuant to applicable abandoned property Laws. Any Merger Consideration remaining unclaimed by holders of shares of NYMEX Holdings Common Securities 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 CME Group free and clear of any claims or interest of any Person previously entitled thereto. (f) No dividends or other distributions with respect to shares of CME Group Class A 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 2.1. Following such surrender, subject to the effect of escheat, Tax or other applicable Law, there shall be paid, without interest, to the record holder of the shares of CME Group Class A Common Stock, if any, issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of any such shares of CME Group Class A 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 shares of CME Group Class A Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of CME Group Class A Common Stock, all shares of CME Group Class A 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. (g) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to this Section 2.1 to pay for shares of NYMEX Holdings Common Securities for which appraisal rights shall have been perfected shall be returned to CME Group, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall appoint Computershare Trust Company, N.A. (or its successor) as the an exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) reasonably acceptable to a majority of the independent directors of the Company for the purpose of exchanging Certificates for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockConsideration. Prior to At the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent Buyer shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, Agent cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the cash payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United StatesSection 2.2(a)(i). Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall Buyer will send, or shall cause the Exchange Agent to send, to each holder of record holder of shares of Company Common Stock at as of the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for ), which letter shall be in such form as the Company and Buyer may reasonably agree to use in such exchange. effecting delivery of shares of Company Common Stock to the Exchange Agent. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall as provided herein will be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, such Certificate only upon (i) surrender to the Exchange Agent of a such Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferredsurrendered, each such Certificate shall represent so converted shall, after the Effective Time Time, represent for all purposes only the right to receive such Merger Consideration. No interest shall will be paid or accrued on the any cash payable upon as part of the surrender Merger Consideration or transfer in lieu of such Certificatefractional 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 Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to the registration or payment of such payment Merger Consideration that (i) either such the surrendered Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payabletransfer. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of capital stock of the Company Common Stock on the stock transfer books of records of, or relating to, the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeCompany. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving CorporationCorporation or Buyer, they shall be canceled and and, if applicable, exchanged for the Merger Consideration as provided for, and payable in exchange therefor in accordance with the procedures and limitations set forth, in this Article 2II. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund 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 delivered returned to the Surviving Corporation, upon demand, Buyer and any 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 2.04 2.3 prior to that time shall thereafter look only to Parent and the Surviving Corporation Buyer for payment delivery of the Merger ConsiderationConsideration in respect of such 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 public official pursuant to applicable abandoned property, escheat or similar Laws. (f) The Exchange Agent shall invest any cash made available to the Exchange Agent pursuant to Section 2.3(a) as directed by Buyer on a daily basis in Treasury bills, Treasury notes, Treasury bonds or other short-term instruments guaranteed by the full faith and credit of the United States. Any interest and other income resulting from such investments shall promptly be paid to Buyer.

Surrender and Payment. (a) Prior to Promptly after the Effective Time, Parent the Surviving Corporation shall appoint Computershare Trust Companycause to be mailed to each record holder, N.A. (or its successor) as of the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose Effective Time, of exchanging for the Merger Consideration certificates representing outstanding shares of Company Common Stock (the “Company Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of ) or shares of Company Common Stock. Prior Stock represented by book-entry (“Company Book-Entry Shares”) (other than such holders who properly made a Cash Election, Stock Election or Combination Election with respect to such Company Certificates or Company Book-Entry Shares in accordance with Section 3.1 and other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Effective TimeCompany Certificates shall pass, Parent shall enter into an exchange agent agreementonly upon proper delivery of the Company Certificates to the Exchange Agent or, in form and substance reasonably acceptable the case of Company Book-Entry Shares, upon adherence to the Companyprocedures set forth in the letter of transmittal) and instructions for use in effecting the surrender of the Company Certificates or, with in the case of Company Book-Entry Shares, the surrender of such Exchange Agent shares for the payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a) or in connection with a Form of Election delivered pursuant to Section 3.1(d), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such letter of transmittal or a Form of Election pursuant to Section 3.1(d), duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Exchange Agent shall promptly deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration to be received by the holder thereof pursuant to this Agreement. Immediately following The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, (x) Parent there shall deposit, be no further transfer on the records of Company or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders its transfer agent of shares of Company Common Stock and, if Company Certificates or Company Book-Entry Shares are presented to Company for transfer, they shall be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be issued in a name other than that in which the Company Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, and outstanding immediately prior that the person requesting such exchange shall pay to Company or its transfer agent any transfer or other taxes required by reason of the issuance of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall be deemed at any time after the Effective Time, cash in an amount sufficient Time to pay represent only the aggregate per share right to receive upon such surrender the applicable Merger Consideration as contemplated by Section 3.1. (less b) No dividends or other distributions with respect to shares of Acquiror Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Company Certificate or Company Book-Entry Share with respect to the shares of Acquiror Common Stock to be received in respect thereof and no cash payment in lieu of fractional shares shall be paid to any such holder pursuant to Section 3.4(d), in each case until the surrender of such Company Certificate or Company Book-Entry Share in accordance with this Article 3. Subject to the effect of applicable laws (including but not limited to applicable abandoned property, escheat or other similar laws), following surrender of any such Company Certificate or Company Book-Entry Share, there shall be paid to the holder of such Company Certificate or Company Book-Entry Share, without interest, (i) at the time of such surrender, the amount of any cash directed by Parent payable in lieu of fractional shares of Acquiror Common Stock to be deposited by the Company which such holder is entitled pursuant to clause (y)Section 3.4(d) and any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to whole shares of Acquiror Common Stock to which such holder is entitled pursuant to this Agreement, and (yii) at the written request of Parent at least three (3) Business Days appropriate payment date, any dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Acquiror Common Stock. (c) The Merger Consideration paid upon the Closing, the surrender for exchange of Company shall deposit, Certificates or shall cause to be deposited, Company Book-Entry Shares in accordance with the Exchange Agentterms of this Article 3 (including any cash paid pursuant to Section 3.4(d)) shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock so exchanged. (i) No new Company Certificates or scrip representing fractional shares of Acquiror Common Stock shall be issued in connection with the Merger and such fractional share interests shall not entitle the owner thereof to vote or to any rights of a stockholder of Company after the Merger, for the benefit and (ii) notwithstanding any other provision of the holders this Agreement, each holder of shares of Company Common Stock issued and outstanding exchanged pursuant to the Merger who would otherwise have been entitled to receive a fraction of a share of Acquiror Common Stock (after taking into account all shares of Company Common Stock delivered by such holder) shall receive, in lieu thereof, a cash payment (without interest rounded up to the nearest whole cent) determined by multiplying the fractional share interest to which such holder would otherwise be entitled by the closing price for a share of Acquiror Common Stock as reported on the NYSE Composite Transactions Tape on the trading day immediately prior to preceding the date on which the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand occurs. (the “Payment Fund”). To the extent, e) At any time following the deposits contemplated by date which is nine months after the preceding clauses (x) and (y)Effective Time, such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund Acquiror shall be invested by entitled to require the Exchange Agent as directed by Parent; provided that to deliver to it any Acquiror Common Stock or funds (iincluding any interest received with respect thereto) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds which have been made available to the Exchange Agent in the amount and which have not been disbursed to holders of any Company Certificates or Company Book-Entry Shares and thereafter such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments holders shall be in short-term obligations of entitled to look to Acquiror and the United States Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable respect to the Surviving Corporation. The Payment Fund shall not be used for any other purposeapplicable Merger Consideration payable upon due surrender of their Company Certificates or Company Book-Entry Shares. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of for the Merger Consideration in respect Consideration. None of such shares Acquiror, Surviving Corporation, any subsidiary or Affiliate of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, Acquiror or shall cause Surviving Corporation or the Exchange Agent shall be liable to send, to each record any former holder of shares of Company Common Stock at the Effective Time whose for cash, shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates Acquiror Common Stock (or affidavits of loss dividends or distributions in respect thereof) or cash in lieu of the Certificates fractional shares of Acquiror Common Stock delivered to public officials pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificateany applicable abandoned property, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, escheat 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificatesimilar laws. (cf) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Company Certificate to be lost, includingstolen or destroyed and, if necessaryrequested by the Surviving Corporation, the posting by such Person of a bond, in such customary reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Company Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Company Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior Parent shall authorize one or more transfer agent(s) reasonably acceptable to Target to act as Exchange Agent hereunder (the “Exchange Agent”) with respect to the Merger. At or prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, Agent for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeTarget Shares, cash for exchange in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, accordance with this Section 3.2 through the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the aggregate amount of Merger Consideration payable hereunderin connection with the Merger (collectively, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds “Exchange Fund”). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the applicable Merger Consideration in exchange for surrendered Stock Certificates pursuant to Sections 3.1 out of the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed Fund. Except as contemplated by the full faith and credit ofSection 3.2(d), the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, send to each record holder of shares record of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Certificates a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title with respect to the Stock Certificates shall pass, only upon proper delivery or transfer of the Stock Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) ), and instructions for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon effecting the surrender or transfer of such CertificateStock Certificates for payment therefor in accordance herewith (together, the “Exchange Instructions”). (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of the Target Shares represented by the Stock Certificate(s) surrendered in whose name the surrendered Certificate is registeredexchange therefor, it no such issuance or payment shall be a condition to such payment that made unless (i) either such Certificate shall be the Stock Certificate(s) so surrendered have been properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay issuance has paid to the Exchange Agent any transfer or other Tax taxes required as a result of such payment issuance to a Person other than the registered holder of such Certificate or establish to the Exchange Agent’s satisfaction of the Exchange Agent that such Tax tax has been paid or is not payableapplicable. For 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 any governmental or regulatory authority or agency (a “Governmental Authority”). (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior Parent and Target shall authorize a transfer agent, commercial bank or trust company reasonably acceptable to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) both parties to act as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) under this Agreement (the “Exchange Agent”) for the purpose payment of exchanging for the Merger Consideration certificates upon surrender of Stock Certificates and Book Entry Shares representing shares of Company the Target Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockShares. Prior At or prior to the Effective Time, Parent or Merger Sub shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, Agent for the benefit of the holders of shares of Company Target Common Stock issued and outstanding immediately prior to the Effective TimeShares, cash in an amount sufficient equal to pay the aggregate per share amount of Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the which holders of shares of Company Target Common Stock issued and outstanding immediately prior to Shares shall be entitled at the Effective Time an amount pursuant to Section 4.1 in cash exchange for outstanding Target Common Shares (such amounts being hereinafter referred to as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Exchange Fund”). To The Exchange Agent shall, pursuant to irrevocable instructions, deliver the extent, following Merger Consideration in exchange for surrendered Stock Certificates or Book Entry Shares pursuant to Section 4.1 out of the deposits Exchange Fund. Except as contemplated by the preceding clauses (x) and (ySection 4.2(d), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and but in any event no later than three within five (35) Business Days after the Effective Time, Parent shall send, or the Surviving Company shall cause the Exchange Agent to send, send to each record holder of shares record of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Certificates or Book Entry Shares a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title with respect to the Stock Certificates or Book Entry Shares shall pass, only upon proper delivery or transfer of the Stock Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book Entry Shares to the Exchange Agent) , and which shall be in a form reasonably acceptable to Target), and instructions for use in effecting the surrender of Stock Certificates or Book Entry Shares for payment therefor in accordance herewith. Upon proper surrender of a Stock Certificate or Book Entry Shares for exchange and cancellation to the Exchange Agent, together with such exchange. Each properly completed letter of transmittal, duly executed, the holder of shares of Company Common such Stock that have been converted into the right to receive the Merger Consideration Certificate or Book Entry Shares shall be entitled to receive in exchange therefor the amount of Merger Consideration provided in respect of Section 4.1(a), and the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, Certificate 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until Book Entry Shares so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall forthwith be paid or accrued on the cash payable upon the surrender or transfer of such Certificatecancelled. (c) If any portion of the Merger Consideration is to be issued or paid to a Person other than the Person registered holder of Target Common Shares represented by the Stock Certificates or Book Entry Shares surrendered in whose name the surrendered Certificate is registeredexchange therefor, it no such issuance or payment shall be a condition to such payment that made unless (i) either such Certificate shall be the Stock Certificates or Book Entry Shares so surrendered have been properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay issuance has paid to the Exchange Agent any transfer or other Tax Taxes required as a result of such payment issuance to a Person other than the registered holder of such Certificate or establish to the Exchange Agent’s satisfaction of the Exchange Agent that such Tax tax has been paid or is not payableapplicable. (d) All Any portion of the Exchange Fund that remains unclaimed by the holders of Target Common Shares one (1) year after the Effective Time shall be returned to Merger Sub, upon demand, and any such holder who has not exchanged such holder’s Target Common Shares in accordance with this section prior to that time shall thereafter look only to the Surviving Company, as a general creditor thereof, to exchange such Target Common Shares or to pay amounts to which such holder is entitled pursuant to Section 4.1. If outstanding Target Common Shares are not surrendered prior to six (6) years after the Effective Time (or, in any particular case, prior to such earlier date on which any Merger Consideration paid issuable or payable upon the surrender of Certificates in accordance with such Target Common Shares would otherwise escheat to or become the terms hereof shall be deemed to have been paid in full satisfaction property of all rights pertaining any Governmental Authority), the Merger Consideration issuable or payable upon the surrender of such Target Common Shares shall, to the shares of Company Common Stock formerly represented extent permitted by such Certificate and from and after applicable law, become the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books property of the Surviving Corporation other than transfers to reflectCompany, in accordance with customary settlement proceduresfree and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, trades effected prior to the Effective Time. Ifnone of Parent, after the Effective TimeMerger Sub, Certificates are presented to Target or the Surviving Corporation, they Company shall be canceled and exchanged liable to any holder of Target Common Shares for the any amount paid, or Merger Consideration as provided fordelivered, and in accordance with the procedures set forthto a public official pursuant to applicable abandoned property, in this Article 2escheat or similar laws. (e) If any Stock Certificate shall have been is lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Stock Certificate is lost, includingstolen or destroyed and, if necessaryrequired by the Surviving Company, the posting by such Person of a bond, bond in such customary reasonable amount as the Surviving Corporation Company may direct, direct as indemnity against any claim that may be made against it with respect to such Stock Certificate, the Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for Certificate the Merger Consideration in accordance with respect thereof pursuant to this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationAgreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent ConocoPhillips shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (Mellon Investor Services LLC or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) Burlington (the “"Exchange Agent”") for the purpose of exchanging Certificates representing shares of Burlington Common Stock and non-certificated shares represented by book entry ("Book-Entry Shares") for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockConsideration. Prior At or prior to the Effective Time, Parent ConocoPhillips shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, in trust for the benefit of the holders of shares of Company Burlington Common Stock, (a) certificates representing shares of ConocoPhillips Common Stock and (b) cash, to be issued and paid pursuant to Section 3.1(a) and Section 3.6 in respect of shares of Burlington Common Stock converted pursuant to Section 3.1(a) in exchange for outstanding immediately prior shares of Burlington Common Stock upon due surrender of Certificates pursuant to this Article III. Following the Effective Time, cash in an amount sufficient ConocoPhillips agrees to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent make available to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company from time to time as needed, cash sufficient to pay any dividends and other distributions pursuant to Section 3.5(f). Any cash and certificates representing ConocoPhillips Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by deposited with the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in including the amount of any dividends or other distributions payable with respect thereto and such losses, (ii) no such investment shall have maturities that could prevent or delay payments cash in lieu of fraction shares to be made paid pursuant to this Agreement and (iiiSection 3.6) such investments shall hereinafter be in short-term obligations of referred to as the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States"Exchange Fund"). Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall ConocoPhillips will send, or shall will cause the Exchange Agent to send, to each holder of record holder of shares of Company Burlington Common Stock at as of the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) in such form as Burlington and ConocoPhillips may reasonably agree, for use in such exchangeeffecting delivery of shares of Burlington Common Stock to the Exchange Agent. Exchange of any Book-Entry Shares shall be effected in accordance with ConocoPhillips' customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Company Burlington Common Stock that have been converted into the a right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business DaysConsideration, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, will be entitled to receive (A) one or more shares of ConocoPhillips Common Stock (iiwhich shall be in non-certificated book-entry form unless a physical certificate is requested) receipt representing, in the aggregate, the whole number of an “agent’s message” by the Exchange Agent (or such other evidenceshares of ConocoPhillips Common Stock, if any, of transfer as that such holder has the Exchange Agent may reasonably requestright to receive pursuant to Section 3.1 and (B) a check in the case of a book-entry transfer of shares of Company Common Stock, and, in each case, delivery amount equal to the Exchange Agent cash portion of the Merger Consideration, if any, that such holder has the right to receive pursuant to Section 3.1 and this Article 3, including cash payable in lieu of fractional shares pursuant to Section 3.6 and dividends and other documents as may reasonably distributions pursuant to Section 3.5(f). No interest shall be requested by the Exchange Agentpaid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered or transferredsurrendered, each such Certificate shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive such 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 Merger Consideration is to be paid to registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to such payment the registration thereof that (i) either such the surrendered Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other Tax similar Taxes required as a result of such payment to registration in the name of a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Burlington Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeStock. If, after the Effective Time, Certificates are presented to the Exchange Agent, the Surviving CorporationCorporation or ConocoPhillips, they shall be canceled cancelled and exchanged for the Merger Consideration as consideration provided for, and in accordance with the procedures set forth, in this Article 23. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Exchange Fund that remains unclaimed by the holders of shares of Company Burlington Common Stock twelve (12) months one year after the Effective Time shall be delivered returned to the Surviving CorporationConocoPhillips, upon demand, and any such holder who has not exchanged his shares of Company Burlington Common Stock for the Merger Consideration in accordance with this Section 2.04 3.5 prior to that time shall thereafter look only to Parent and the Surviving Corporation ConocoPhillips for payment delivery of the Merger ConsiderationConsideration in respect of such holder's shares. Notwithstanding the foregoing, none of Burlington, ConocoPhillips or the Exchange Agent shall be liable to any holder of shares for any Merger Consideration from the Exchange Fund properly delivered to a public official pursuant to applicable abandoned property laws. (f) No dividends or other distributions with respect to shares of ConocoPhillips Common Stock issued in the Merger shall be paid to the holder of any unsurrendered Certificates or Book-Entry Shares until such Certificates or Book-Entry Shares are surrendered as provided in this Section 3.5. Following such surrender, there shall be paid, without interest, to the record holder of the shares of ConocoPhillips Common Stock issued in exchange therefor (i) at the time of such surrender, all dividends and other distributions payable in respect of such shares of ConocoPhillips 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 shares of ConocoPhillips Common Stock with a record date after the Effective Time but with a payment date subsequent to such surrender. For purposes of dividends or other distributions in respect of shares of ConocoPhillips Common Stock, all shares of ConocoPhillips 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. (g) Any portion of the Merger Consideration deposited with the Exchange Agent pursuant to Section 3.5 to pay for shares of Burlington Common Stock for which appraisal rights shall have been perfected shall be returned to ConocoPhillips, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent Buyer shall (i) appoint Computershare Trust Company, N.A. (or its successor) as the exchange an agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging certificates representing Company Stock for the Merger Consideration certificates representing set forth in Section 2.7 and (ii) irrevocably deposit with the Exchange Agent the Initial Merger Consideration to be paid in respect of shares of Company Common Stock. (b) As soon as practicable after the Effective Time, Buyer shall send to each holder of a certificate or certificates which immediately prior to the Effective Time evidenced outstanding shares of Company Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits representing shares of loss in lieu of the Certificates pursuant to Section 2.09) Company Stock to the Exchange Agent). (c) for use in Company Stockholders, upon surrender to the Exchange Agent of a Certificate or Certificates representing such exchange. Each holder of shares of Company Common Stock, together with a properly completed letter of transmittal covering such shares of Company Stock, will be entitled to receive the Merger Consideration payable in respect of such shares of Company Stock on the terms provided for in this Agreement. Until so surrendered, each Certificate representing shares of Company Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificateshall, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time Time, represent for all purposes only the right to receive such the Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificate. (cd) If any portion of the Merger Consideration is to be paid to a Person other than the Person registered holder of Company Stock represented by the Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition to such payment that (i) either such the Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) accompanied by all documents required to evidence and effect the transfer and that the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate Company Stock or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (de) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeStock. If, after the Effective Time, Certificates representing shares of Company Stock are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Merger Consideration as consideration provided for, and in accordance with wit h the procedures set forth, in this Article 2. (ef) If Buyer and Company acknowledge that any Certificate and all Earnout Payments, Milestone Payments, and payments relating to indemnification obligations of Parent, Buyer or Merger Sub shall have been lost, stolen or destroyed, upon be delivered to the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount Stockholder Representative as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect agent and on behalf of the shares Company Holders, and the Stockholder Representative shall distribute such payments to the Company Holders pursuant to the terms of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2the Stockholder Representation Agreement. (fg) Any portion of the Payment Fund Merger Consideration that remains unclaimed by the holders of shares of any Company Common Stock twelve Holder (12i) 12 months after the Effective Time with respect to the Initial Merger Consideration, (ii) 12 months after the date of any Earnout Payment or (iii) 12 months after the date of either the Wound Closure Milestone or the Orthopedic Milestone Payment, shall be delivered returned to the Surviving CorporationBuyer, upon demand, and any such holder who has not exchanged such holder’s shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 2.9 prior to that time shall thereafter look only to Parent and the Surviving Corporation Buyer for payment of the Merger ConsiderationConsideration in respect of such holder’s shares of Company Stock. Notwithstanding the foregoing, neither Buyer, the Company nor the Surviving Corporation shall 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. Any amounts remaining unclaimed by holders of shares of Company Stock 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 the remaining Company Shareholders, free and clear of any claims or interest of any Person previously entitled thereto and Buyer shall deliver such unclaimed consideration to the Stockholder Representative for distribution to the remaining Company Holders consistent with their Earnout Pro-Rata Portion (after recalculating such Earnout Pro-Rata Portion without giving effect to ownership by the holders of the unclaimed portions of the Merger Consolidation). (h) Any portion of the Merger Consideration made available to the Exchange Agent pursuant to Section 2.9(a) to pay for shares of Company Stock for which appraisal rights have been perfected shall be returned to Buyer upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (or such other a nationally recognized exchange agent agreed financial institution reasonably acceptable to between Parent and the parties hereto) Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) or (ii) uncertificated Company Shares (the “Uncertificated Shares”); provided, however, that any references herein . The Exchange Agent agreement pursuant to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, which Parent shall enter into an exchange agent agreement, appoint the Exchange Agent shall be in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this AgreementCompany and Parent. Immediately following the Effective Time, (x) Parent shall deposit, At or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient Parent shall deposit with or otherwise make available to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit Merger Consideration to be paid in respect of the holders Certificates and the Uncertificated Shares (other than the Company Restricted Stock) and the Company Equity Award Consideration in respect of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified Non-Employee Holders (and, if determined by Parent in such written notice in an amount not pursuant to exceed Section 2.04(e), all or a portion of the Company’s then-available cash on hand (Company Equity Award Consideration to all or a portion of the “Payment Fund”Employee Holders). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required Parent agrees to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause available to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of from time to time as needed, any dividends or distributions to which such shares of Company Common Stock. (b) holder is entitled pursuant to Section 2.03(f). Promptly after the Effective Time, Time (and in any event no later than three (3) within five Business Days after the Effective Timethereafter), Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into (other than the right to receive the Merger Consideration pursuant to Section 2.03(a) Company Restricted Stock), a letter of transmittal and instructions in forms customary form and reasonably satisfactory acceptable to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu thereof) or transfer of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange AgentAgent and shall include customary provisions with respect to delivery of an “agent’s message” regarding book-entry transfer of Uncertificated Shares) for use in such exchange. Such letter of transmittal shall be in the form and have such provisions as Parent and the Company may reasonably agree. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration (other than the Company Restricted Stock) shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, 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 Uncertificated Shares, the Merger Consideration payable for each such Company Common Stock, and, in Share represented by such Certificate or for each case, delivery to the Exchange Agent such Uncertificated Share. The Parent Shares constituting part of such other documents as may reasonably Merger Consideration, at Parent’s option, shall be requested by the Exchange Agentin uncertificated book-entry form, unless a physical certificate is required under Applicable Law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive the Merger Consideration and the right to receive any dividends or other distributions pursuant to Section 2.03(f). At the time set forth in Section 2.04(e), each Non-Employee Holder shall be entitled to receive such Merger ConsiderationNon-Employee Holder’s Company Equity Award Consideration and, if determined by Parent pursuant to Section 2.04(e), all or a portion of the Company Equity Award Consideration payable to all or a portion of the Employee Holders shall be paid pursuant to this Section 2.03. No interest shall be paid or accrued shall accrue on the any cash payable upon surrender of any Company Shares or upon the surrender or transfer of such CertificateCompany Equity Award Consideration. (c) If any portion of the Merger Consideration (other than in respect of the Company Restricted Stock) is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax Transfer Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent and Parent that such Transfer Tax has been paid or is not payable. The payment of any transfer, documentary, sales, use, stamp, registration, value-added and other Taxes and fees (including any penalties and interest) (“Transfer Taxes”) incurred solely by a holder of Company Shares in connection with the Merger and any other transactions contemplated hereby, and the filing of any related Tax Returns, shall be the sole responsibility of such holder. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to Parent, the Surviving CorporationCorporation or the Exchange Agent, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund 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 of Company Common Stock twelve (12) Shares that have been converted into the right to receive the Merger Consideration nine months after the Effective Time shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder who has not exchanged shares of such Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 2.03 prior to that time shall thereafter look only to Parent for, and the Surviving Corporation for Parent shall remain liable for, payment of the Merger Consideration, and any dividends and distributions with respect thereto pursuant to Section 2.03(f), in respect of such Company Shares without any interest thereon and subject to any withholding of Taxes required by Applicable Law in accordance with this Section 2.03(e). Notwithstanding the foregoing, Parent shall not be liable to any holder of Company 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 Company Shares that have been converted into the right to receive the Merger Consideration 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, 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) No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration, and no cash payment in lieu of fractional shares as provided in Section 2.06, shall be paid to the holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 2.03. Following such surrender or transfer, there shall be paid, without interest, to the Person in whose name the securities of Parent have been registered, at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06 and the amount of all dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender or transfer with respect to such securities.

Surrender and Payment. (a) Prior Following the date hereof and prior to the Effective Time, Parent shall Acquiror shall, at the Company’s sole cost and expense, appoint Computershare Trust Company, N.A. (or its successor) as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) Company (the “Exchange Agent”) for to act as the purpose of exchanging for exchange agent in the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”)Merger; provided, however, that Acquiror shall (i) afford the Company the opportunity to review any references herein proposed Contract with the Exchange Agent prior to “Certificates” are deemed to include references to book-entry account statements relating to execution, and shall accept the ownership of shares of Company Common Stock. Prior Company’s reasonable comments thereto; and (ii) not appoint an Exchange Agent prior to the Effective Time, Parent shall enter into an exchange agent agreementTime in such a manner that will result in costs or expenses to the Company to be paid by the Company prior to the Effective Time or in the event that the Merger Agreement is terminated, in each case in clause (ii), absent the written consent of the Company. Promptly after the appointment of the Exchange Agent, Acquiror shall cause the Exchange Agent to mail to each holder of record of Company Stock (including Former Service Provider Shares and after giving effect to the conversion of the AFC Convertible Note pursuant to Section 3.05 and the automatic exercise of the AFC Warrant pursuant to Section 3.06) entitled to receive the Closing Date Merger Consideration pursuant to Section 3.01 (other than the Base Acquiror Options and the Earnout Acquiror Options), at the Company’s sole cost and expense, a letter of transmittal (which shall be in the form and substance reasonably acceptable to the Company) (a “Letter of Transmittal”) and instructions for use in effecting the surrender of the certificates evidencing such Company Stock, with in physical or electronic form, as the case may be (the “Certificates”), to the extent such Company Stock is represented by the Certificates, in exchange for the applicable portion of Closing Date Merger Consideration payable to such holder. The Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately shall (A) at or promptly following the Effective Time, issue to each holder of record of Company Stock entitled to receive a portion of the Closing Date Merger Consideration pursuant to Section 3.01 that has delivered a Certificate (xonly to the extent such Company Stock is represented by a Certificate) Parent shall deposit, or shall cause to be deposited, (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and customary tax forms that the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash Agent may reasonably require in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)connection therewith) and (y) at the written request of Parent at least three (3) Business Days prior to the ClosingClosing Date, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit portion of the holders of shares of Closing Date Merger Consideration with respect to such Certificate (or any Company Common Stock issued not represented by a Certificate) so surrendered and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) Certificate shall forthwith be canceled; and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (iB) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in with respect to any event holder of record of Company Stock entitled to receive a portion of the Closing Date Merger Consideration pursuant to Section 3.01 that did not receive such portion of the Closing Date Merger Consideration pursuant to the preceding clause (A), no later than three (3) Business Days after receipt of a Certificate (only to the extent such Company Stock is represented by a Certificate) (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any customary tax forms that the Exchange Agent may reasonably require in connection therewith), issue to the holder of such Certificate (or any Company Stock not represented by a Certificate) the Closing Date Merger Consideration with respect to such Certificate (or any Company Stock not represented by a Certificate) so surrendered and the Certificate shall forthwith be canceled. The Exchange Agent shall deliver (x) the Stock Merger Consideration into which such Company Common Shares and Company Preferred Shares, as applicable, have been converted pursuant to Section 3.01(a) (after giving effect to Section 3.01(d), Section 3.05 and Section 3.06) and Section 3.01(b), respectively, as reflected in the Stockholder Ownership Allocation, electronically through book entry-delivery or, upon the written request of any Company Stockholder, in the form of an original stock certificate to the address set forth in such Company Stockholder’s Letter of Transmittal, (y) the Cash Merger Consideration payable to each Company Stockholder in accordance with the Ownership Allocation in immediately available funds in accordance with the payment instructions set forth in such Company Stockholder’s Letter of Transmittal and (z) the Liquidation Preference Amount to the Company Preferred Stockholder in immediately available funds in accordance with the payment instructions set forth in such Company Preferred Stockholder’s Letter of Transmittal. Unless otherwise provided herein, no interest shall be paid or shall accrue on any Closing Date Merger Consideration payable upon surrender of any Certificate (or any Company Stock not represented by a Certificate). Until so surrendered, each outstanding Certificate (or any Company Stock not represented by a Certificate) that prior to the Effective Time represented shares of Company Stock (other than for Dissenting Shares and other shares to be canceled pursuant to Section 3.01(d)) shall be deemed from and after the Effective Time, Parent shall send, or shall cause the Exchange Agent to sendfor all purposes, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into evidence only the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer portion of the Certificates Merger Consideration. If after the Effective Time, any Certificate (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09any Company Stock not represented by a Certificate) is presented to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration , it shall be entitled to receive the Merger Consideration canceled and exchanged as provided in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificatethis Section 3.07(a). (cb) If any portion of the Closing Date Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate (or any Company Stock not represented by a Certificate) is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate (or any Company Stock not represented by a Certificate) or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (dc) All Merger Consideration No dividends or other distributions declared or made after the Effective Time with respect to the Acquiror Common Stock with a record date after the Effective Time shall be paid upon to the holder of any unsurrendered Certificate (or Company Stock not represented by a Certificate) with respect to the Acquiror Common Stock issuable to such holder hereunder in consideration for the surrender of Certificates in accordance with such Certificate (or Company Stock not represented by a Certificate) until the terms hereof holder of such Certificate (or Company Stock not represented by a Certificate) shall be deemed to have been paid in full satisfaction of all rights pertaining surrender such Certificate (or Company Stock not represented by a Certificate). Subject to the shares effect of escheat, tax or other applicable Laws, following surrender of any such Certificate (or Company Common Stock formerly not represented by such Certificate and from and after the Effective Timea Certificate), there shall be no further registration paid to the holder of transfers of the certificates representing shares of Company Acquiror Common Stock on issued in exchange therefor, without interest, (i) the stock transfer books amount of the Surviving Corporation dividends or other than transfers to reflect, in accordance distributions with customary settlement procedures, trades effected prior to the Effective Time. If, a record date after the Effective TimeTime and theretofore paid with respect to such shares of Acquiror Common Stock, Certificates are presented and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Acquiror Common Stock. (d) Any Closing Date Merger Consideration remaining unclaimed by Company Stockholders three (3) 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 Surviving Corporationextent permitted by applicable Law, they shall be canceled the property of Acquiror free and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2clear of any claims or interest of any Person previously entitled thereto. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with making of an affidavit of loss and indemnity by the replacement requirements established Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Company or the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock Shares formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration Certificate in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationAgreement.

Surrender and Payment. (a) Prior to Promptly after the Effective Time, Parent the Surviving Corporation shall appoint Computershare Trust Companycause the Exchange Agent to mail to each record holder, N.A. (or its successor) as of the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose Effective Time, of exchanging for the Merger Consideration certificates representing outstanding shares of Company Common Stock (the “"Company Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to ") or shares of Company Common Stock represented by book-entry account statements relating ("Company Book-Entry Shares") (in each case, other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ownership Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) (the "Letter of Transmittal") and instructions for use in effecting the surrender of the Company Certificates or, in the case of Company Book-Entry Shares, the surrender of such shares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Exchange Agent shall promptly deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration (without interest), to be received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of shares of Company Common Stock. Prior Stock and, if Company Certificates or Company Book-Entry Shares are presented to the Effective TimeCompany for transfer, Parent they shall enter into an be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be paid in a name other than that in which the Company Certificate surrendered for exchange agent agreementis registered, it shall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, and substance reasonably acceptable that the person requesting such exchange shall pay to the Company, with such Exchange Agent for Company or its transfer agent any transfer or other taxes required by reason of the payment of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by Section 3.1. (b) The Merger Consideration paid upon the surrender for exchange of Company Certificates or Company Book-Entry Shares in accordance with the terms of this Agreement. Immediately following Article 3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to so exchanged. (c) At any time following the date which is nine months after the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause be entitled to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by require the Exchange Agent as directed by Parent; provided that to deliver to it any funds (iincluding any interest received with respect thereto) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds which have been made available to the Exchange Agent in the amount and which have not been disbursed to holders of any Company Certificates or Company Book-Entry Shares and thereafter such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments holders shall be in short-term obligations of entitled to look to Parent and the United States Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable respect to the Surviving Corporation. The Payment Fund shall not be used for any other purposeapplicable Merger Consideration payable upon due surrender of their Company Certificates or Company Book-Entry Shares. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of for the Merger Consideration in respect Consideration. None of such shares Parent, the Surviving Corporation, any Subsidiary or Affiliate of Company Common Stock. (b) Promptly after Parent or the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, Surviving Corporation or shall cause the Exchange Agent shall be liable to send, to each record any former holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right for cash delivered to receive the Merger Consideration public officials pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effectedany applicable abandoned property, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer escheat or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payablesimilar laws. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Company Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Company Certificate to be lost, includingstolen or destroyed and, if necessaryrequested by the Surviving Corporation, the posting by such Person of a bond, in such customary reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Company Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Company Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) At the Effective Time, all Securities outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder of a certificate formerly evidencing any Shares (each, a “Stock Certificate”) and each holder of record of an Option, a Warrant, an RSU, a Convertible Note or Restricted Stock shall cease to have any rights as a Stockholder, an Optionholder, a Warrantholder, an RSU Holder, a Noteholder or a holder of Restricted Stock, respectively. (b) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. a paying agent reasonably acceptable to the Company (or its successor) as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Paying Agent”) to act as the paying agent in the Merger. (c) As promptly as reasonably practicable after obtaining the Requisite Company Vote, Paying Agent shall mail to each holder of Shares (including, for the purpose avoidance of exchanging doubt, each Noteholder and each holder of Restricted Stock) a letter of transmittal in substantially the form attached as Exhibit E (a “Letter of Transmittal”) and instructions for use in effecting the surrender of Stock Certificates in exchange for the applicable portion of Merger Consideration certificates representing pursuant to Section 2.8(b). Paying Agent shall, no later than the later of (i) the Effective Time and (ii) promptly after receipt of a Stock Certificate, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that Paying Agent may reasonably require in connection therewith, pay to the holder of such Stock Certificate a cash amount as provided in Section 2.8(b) with respect to the Shares evidenced by such Stock Certificate so surrendered and the Stock Certificate shall forthwith be cancelled. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon surrender of any Stock Certificate. Until so surrendered, each outstanding Stock Certificate that prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (xother than Dissenting Shares) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent deemed from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and for all purposes, to evidence only the right to receive the portion of the Merger Consideration as provided in any event no later than three (3) Business Days Section 2.8(b). If after the Effective Time, Parent any Stock Certificate is presented to Paying Agent, it shall sendbe cancelled and exchanged as provided in this Section 2.11(c). (d) As promptly as reasonably practicable after obtaining the Requisite Company Vote, or Paying Agent shall cause the Exchange Agent to send, mail to each record holder Optionholder a Letter of shares Transmittal, and instructions for completing, executing and returning the Letter of Company Common Stock at Transmittal in exchange for the Effective Time whose shares were converted into the right to receive applicable portion of the Merger Consideration pursuant to Section 2.03(a) a letter 2.9. With respect to each Optionholder, Paying Agent shall, no later than the later of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent Effective Time or (ii) promptly after receipt of a Certificate, together with a Letter of Transmittal duly completed and validly executed letter in accordance with the instructions thereto and any other customary documents that Paying Agent may reasonably require in connection therewith, pay to such Optionholder a cash amount as provided in Section 2.9(a) with respect to the In-Money Options in respect of transmittalwhich the Letter of Transmittal was delivered. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon delivery of any Letter of Transmittal. (e) As promptly as reasonably practicable after obtaining the Requisite Company Vote, Paying Agent shall mail to each Warrantholder a Letter of Transmittal, and instructions for completing, executing and returning such Letter of Transmittal in exchange for the applicable portion of the Merger Consideration pursuant to Section 2.9. Paying Agent shall, no later than the later of (i) the Effective Time and (ii) promptly after receipt of a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any other customary documents that Paying Agent may reasonably require in connection therewith, pay to such Warrantholder a cash amount as provided in Section 2.9(b) with respect to the In-Money Warrants in respect of which the Letter of Transmittal was delivered. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon delivery of any Letter of Transmittal. (f) As promptly as reasonably practicable after obtaining the Requisite Company Vote, Paying Agent shall mail to each RSU Holder a Letter of Transmittal, and instructions for completing, executing and returning such Letter of Transmittal in exchange for the applicable portion of the Merger Consideration pursuant to Section 2.9. Paying Agent shall, no later than the later of (i) the Effective Time or (ii) promptly after receipt of an “agent’s message” by a Letter of Transmittal duly completed and validly executed in accordance with the Exchange Agent (or such instructions thereto and any other evidence, if any, of transfer as the Exchange customary documents that Paying Agent may reasonably requestrequire in connection therewith, pay to such RSU Holder a cash amount as provided in Section 2.9(c). Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon delivery of any Letter of Transmittal. (g) Each Securityholder shall also be entitled to any amounts that may be payable in the case future in respect of a bookthe Shares formerly evidenced by such Stock Certificate and the cancelled In-entry transfer Money Options, In-Money Warrants and RSUs, from the Escrow Amount, Net Working Capital Fund and Securityholders’ Representative Fund, as provided in this Agreement and on account of shares of Company Common Stockthe Post-Closing Adjustment, and, in each case, delivery at the respective time and subject to the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agentcontingencies specified herein and therein. Until so surrendered or transferredUnless otherwise provided herein, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No no interest shall be paid or accrued for the benefit of Securityholders on the cash payable upon the surrender or transfer of such CertificateMerger Consideration. (ch) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Stock Certificate is registered, it shall be a condition to such payment that (i) either such Stock Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and (ii) the Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Stock Certificate or establish to the reasonable satisfaction of the Exchange Paying Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (fi) Any portion of the Payment Fund Merger Consideration that remains unclaimed by the holders of shares of Company Common Stock twelve Securityholders one hundred eighty (12180) months days after the Effective Time shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder Securityholders who has have not exchanged shares Stock Certificates and/or delivered a Letter of Company Common Stock Transmittal for the Merger Consideration in accordance with this Section 2.04 2.11 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration; provided, that any such portion of the Merger Consideration payable from the Escrow Amount shall be held and distributed to the Persons entitled thereof in accordance with the terms of this Agreement, at the respective times and subject to the contingencies specified herein and any portion of the Post-Closing Adjustment to which Securityholders may become entitled shall become payable at the times and subject to the contingencies specified herein. Notwithstanding the foregoing, Parent shall not be liable to any holder of Securities for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by Securityholders three (3) 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 to them. (j) Any portion of the Merger Consideration made available to Paying Agent in respect of any Dissenting Shares shall be returned to Parent upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent CBC shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange an agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) Cadence (the “Exchange Agent”) for the purpose of of: (i) exchanging the Per Share Common Stock Consideration for the Merger Consideration certificates representing shares of Company Cadence Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of or uncertificated shares of Company Cadence Common Stock; and (ii) exchanging the Per Share Preferred Stock Consideration for certificates representing shares of Cadence Preferred Stock or uncertificated shares of Cadence Preferred Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately At or as needed promptly following the Effective Time, (x) Parent CBC shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Continuing Corporation to) promptly provide additional funds to make available to the Exchange Agent in funds equal to the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations aggregate of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Per Share Common Stock Consideration and the payment of the Merger Consideration in respect of such shares of Company Common StockPer Share Preferred Stock Consideration. (b) Promptly As soon as reasonably practicable after the Effective Time, and in any event no Time (but not later than three (3) two Business Days after thereafter), the Effective Time, Parent shall send, or Continuing Corporation shall cause the Exchange Agent to send, mail to each record holder of shares of Company Common Cadence Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title to the shares of Cadence Common Stock and Cadence Preferred Stock shall pass, only upon proper delivery of stock certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) uncertificated shares to the Exchange Agent) for use in such exchange. Each record holder of shares of Company Common Cadence Stock that have been converted into the right to receive the Merger Per Share Common Stock Consideration or the Per Share Preferred Stock Consideration, as applicable, shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Agent (or, subsequent to the first anniversary of a Certificatethe Effective Time, the Continuing Corporation) of the applicable share certificate, together with a duly properly completed and validly executed letter of transmittal, 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 uncertificated shares, the Per Share Common Stock Consideration or the Per Share Preferred Stock Consideration, as applicable (subject to any applicable withholding Tax) in respect of Company the Cadence Common Stock, and, in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested Stock or Cadence Preferred Stock represented by the Exchange Agenta certificate or uncertificated share. Until so surrendered or transferred, each such Certificate as the case may be, any certificate, or uncertificated share, of Cadence Common Stock or Cadence Preferred Stock shall represent after the Effective Time for all purposes only the right to receive such Merger receive, in accordance with the terms hereof and without interest, the applicable Per Share Common Stock Consideration or the Per Share Preferred Stock 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 Merger Consideration applicable consideration is to be paid to a Person person other than the Person person in whose name the a surrendered Certificate certificate or uncertificated share is registered, it shall be a condition to such payment that (i) either such Certificate certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such uncertificated share shall be properly transferred, in each case, as determined by the Exchange Agent and as set forth in the letter of transmittal and related instructions and (ii) the Person person requesting such payment shall pay to the Exchange Agent any transfer or other Tax Taxes required as a result of such payment to a Person person other than the registered holder of such Certificate certificate or uncertificated share or establish to the satisfaction of the Exchange Agent and the Continuing Corporation that such Tax has been paid or is not payable. (dc) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after After the Effective Time, shares of Cadence Common Stock shall be no longer outstanding and shall be automatically canceled and shall cease to exist and shall thereafter by operation of this Agreement represent only the right to receive, in the case of the Cadence Common Stock, the Per Share Common Stock Consideration, and, in the case of the Cadence Preferred Stock, the Per Share Preferred Stock Consideration, all as provided for in Section 1.5, and the stock transfer ledger of Cadence shall be closed and there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of Cadence of the Surviving Corporation shares of Cadence Stock which were outstanding immediately prior to such time (other than to settle transfers to reflect, in accordance with customary settlement procedures, trades effected of Cadence Stock that occurred prior to the Effective Time). If, after the Effective Time, Certificates certificates representing Cadence Common Stock are presented to the Surviving CorporationCBC, they shall be promptly canceled and exchanged for the Merger Consideration applicable consideration as provided for, and in accordance with the procedures set forth, in this Article 2Section 1.7. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (fd) Any portion of the Payment Fund Per Share Common Stock Consideration or Per Share Preferred Stock Consideration made available to the Exchange Agent pursuant to Section 1.7(a) (including any proceeds of any investments thereof) that remains unclaimed by the holders of shares of Company Common Cadence Stock twelve (12) months after the Effective Time shall be delivered returned to the Surviving CorporationCBC, upon demand, and any such holder who has not exchanged shares of Company Cadence Common Stock or Cadence Preferred Stock for the Merger Per Share Common Stock Consideration or Per Share Preferred Stock Consideration, as applicable, in accordance with this Section 2.04 1.7 prior to that time shall thereafter look only to Parent and the Surviving Continuing Corporation (subject to abandoned property, escheat or other similar applicable laws) for payment of the Merger ConsiderationConsideration in respect of such shares without any interest thereon. Notwithstanding the foregoing, neither CBC, Cadence, or any other person shall be liable to any former holder of shares of Cadence Stock for any cash properly delivered to a governmental official pursuant to applicable abandoned property, escheat or similar laws.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (a bank or its successor) as trust company designated by Parent and reasonably acceptable to the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Company Common Stock and the Performance Units, certificates representing the shares of Parent Common Stock and an amount of cash in U.S. dollars sufficient to be issued and outstanding immediately prior paid pursuant to Sections 2.1, 2.3 and 2.6(d), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Company Common Stock represented by book-entry (“Book-Entry Shares”) pursuant to the provisions of this Article II. Following the Effective Time, cash in an amount sufficient Parent agrees to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent make available to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.2(f). Any cash and certificates representing Parent Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by deposited with the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in including the amount of any dividends or other distributions payable with respect thereto and such losses, (ii) no such investment shall have maturities that could prevent or delay payments cash in lieu of fractional shares to be made paid pursuant to Section 2.3) shall be referred to in this Agreement and (iii) such investments shall as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be in short-term obligations issued pursuant to Section 2.1 out of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed Exchange Fund. Except as contemplated by the full faith and credit ofSection 2.3, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall (As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent shall will cause the Surviving Corporation to) pay all charges and expenses, including those Exchange Agent to send to each holder of the Exchange Agent, in connection with the exchange record of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of whose Company Common Stock at the Effective Time whose shares were was converted into the right to receive the Merger Consideration pursuant to Section 2.03(a2.1, (i) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or effective affidavits of loss in lieu of the Certificates pursuant to Section 2.09thereof) or Book-Entry Shares to the Exchange Agent) in such form as Parent and the Company may reasonably agree, for use in such exchangeeffecting delivery of shares of Company Common Stock to the Exchange Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Company Common Stock that have been converted into the a right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business DaysConsideration, upon (i) surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, together with a duly properly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by duly executed and completed in accordance with the Exchange Agent (or such other evidenceinstructions thereto, 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 the Exchange Agent of and such other documents as may reasonably be requested required by the Exchange Agent, will be entitled to receive in exchange therefor (i) one or more shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 2.1 (after taking into account all shares of Company Common Stock then held by such holder) and (ii) a check in the amount equal to the cash portion of the Merger Consideration that such holder has the right to receive pursuant to Section 2.1 and this Article II, including cash payable in lieu of fractional shares pursuant to Section 2.3 and dividends and other distributions pursuant to Section 2.2(f) (less any required Tax withholding). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered or transferredsurrendered, each such Certificate shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive such 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 Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. If any portion of the Merger Consideration is to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to such payment the registration thereof that (i) either such the surrendered Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment delivery of the Merger Consideration shall pay to the Exchange Agent any transfer or other Tax Taxes required as a result of such payment to registration in the name of a Person other than the registered holder of such 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, group (d) All Merger Consideration paid upon the surrender of Certificates as such term is used in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books Section 13 of the Surviving Corporation other than transfers to reflectExchange Act) or organization, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of including a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demandGovernmental Authority, and any permitted successors and assigns of such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationPerson.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares If a holder of Company Common Stock (the “Certificates”); providedsurrenders their Company Stock Certificates or other documentary evidence, howeverreasonably satisfactory to Buyer, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the legal and beneficial ownership of shares Company Stock is vested in the holder thereof, together with a completed Letter of Company Common Stock. Prior to Transmittal and any other documents as may be reasonably required by the Effective TimePaying Agent, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Timeinstructions set forth therein, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) two Business Days prior to the Closing, Closing Date and such holder is the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit record holder as of the holders of shares of Company Common Stock issued and outstanding immediately prior Closing Date, then Buyer shall direct the Paying Agent to pay to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion holder of such fund so as to ensure that it isCompany Stock, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, an amount in accordance with Section 1.7. At or as soon as practicable after the execution of this Agreement (and in any event no later than three (3) within five Business Days following the execution of this Agreement), the Company will send to the holders of Company Stock: (i) a Letter of Transmittal and (ii) instructions for use in effecting the surrender of Company Stock Certificates in exchange for payment of the Per-Share Merger Consideration relating thereto; provided that the Company shall afford Buyer a reasonable opportunity, and in any event not less than five days, to review and comment upon such documents and shall incorporate Buyer’s comments thereto prior to distribution. If a holder of Company Stock surrenders their Company Stock Certificates, or provides other documentary evidence, reasonably satisfactory to Buyer, that legal and beneficial ownership of Company Stock is vested in the holder thereof, together with a completed Letter of Transmittal any time after two Business Days prior to the Closing Date and such holder is the record holder as of the Closing Date, then the holder of such Company Stock shall be paid as soon as reasonably practical thereafter. Upon surrender of a Company Stock Certificate for exchange in accordance with the Letter of Transmittal (or upon the submission of other documentary evidence, reasonably satisfactory to Buyer, that legal and beneficial ownership of Company Stock is vested in the holder thereof), together with a duly executed Letter of Transmittal and such other documents as may be reasonably required by Buyer or the Paying Agent, at or after the Effective Time, Parent shall send, or shall cause Time the Exchange Agent to send, to each record holder of shares of such Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive in exchange therefor payment of an amount equal to the Per-Share Merger Consideration in respect multiplied by the number of the shares Common Stock Equivalent Shares so surrendered. Until surrendered as contemplated by this Section 1.12, each share of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registereddeemed, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall to represent only the right to receive upon such surrender the Per-Share Merger Consideration applicable thereto and no interest will be no further registration paid or accrued for the benefit of transfers of shares of Company Common Stock such holder on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with payable upon the procedures set forth, in this Article 2. (e) surrender of such Company Stock. If any Company Stock Certificate shall have been lost, stolen or destroyed, upon Buyer or the holder’s compliance with Paying Agent may, in its discretion and as a condition precedent to the replacement requirements established by payment of the Exchange applicable portion of Merger Consideration, require the owner of such lost, stolen or destroyed Company Stock Certificate to provide an appropriate affidavit, in form and substance reasonably acceptable to Buyer and the Paying Agent, including, if necessary, the posting by such Person of and to post a bond, bond in such customary amount as Buyer or the Surviving Corporation Paying Agent may directreasonably require, as each of which provides for indemnity by such owner against any claim that may be made against it Buyer, the Paying Agent or the Surviving Corporation with respect to such Company Stock Certificate. None of Buyer, the Exchange Company, Merger Sub, the Paying Agent will issue, or the Surviving Corporation shall be liable to any Person in exchange for such lost, stolen or destroyed Certificate, respect of any portion of the Merger Consideration delivered to be paid in respect a public official pursuant to any applicable abandoned property, escheat or similar Law. Notwithstanding any other provision of the shares of Company Common Stock formerly represented by such Certificatethis Agreement, as contemplated under this Article 2. (f) Any any portion of the Payment Fund Merger Consideration that remains unclaimed by undistributed to the holders of shares Company Stock as of Company Common Stock twelve the second anniversary of the Closing (12) months after or immediately prior to such earlier date on which any portion of the Effective Time shall Merger Consideration would otherwise escheat to or become the property of any Governmental Entity), shall, to the extent permitted by applicable Law be delivered to by the Paying Agent to, and shall become the property of, the Surviving Corporation, upon demand, free and clear of all claims or interest of any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationPerson previously entitled thereto.

Surrender and Payment. (a) The Parties agree that American Stock Transfer and Trust Company shall act as exchange agent hereunder (the “Exchange Agent”) with respect to the Merger. Back to Contents (b) Prior to the Effective Time, Parent the Company shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for to effect the payment issuance of the Merger Consideration Shares in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, exchange for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding certificates that immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand represented outstanding PolyMedix Common Stock or PolyMedix Preferred Stock (the “Payment FundStock Certificates”). To On the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restoredClosing Date, the lost portion of such fund so as Company shall deliver to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with trust for the exchange benefit of shares of Company Common Stock and the payment holders of the Stock Certificates, a stock certificate (issued in the name of the Exchange Agent or its nominee) representing the aggregate Merger Consideration in respect of Shares issuable to such shares of Company Common Stock. (bholders pursuant to Sections 3.1(b) and 3.5. Promptly after the Effective Time, and but in any event no not later than three five (35) Business Days after the Effective Timebusiness days thereafter, Parent shall send, or shall cause the Exchange Agent to send, shall send to each record holder of shares of Company Common a Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Certificate a letter of transmittal and instructions for use in forms reasonably satisfactory effecting the exchange of the Stock Certificate(s) for stock certificate(s) representing the applicable Merger Shares issuable to the Company (which shall specify that the delivery such holder pursuant to Sections 3.1(b) and 3.5. Provision also shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer made for holders of the Stock Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Stock Certificates in exchange for the applicable Merger Shares. (or affidavits of loss in lieu of c) After the Effective Time, the Stock Certificates pursuant to Section 2.09) shall represent the right, upon surrender thereof to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly executed and properly completed and validly executed letter of transmittaltransmittal relating thereto, or (ii) receipt of an “agent’s message” by to receive in exchange therefor the Exchange Agent (or such other evidenceapplicable Merger Shares subject to any required Tax withholding, if any, of transfer as and 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 the Exchange Agent of such other documents as may reasonably Stock Certificates so surrendered shall be requested by the Exchange Agentcanceled. Until so surrendered or transferredsurrendered, each such Stock Certificate shall represent (other than Dissenting Shares) shall, after the Effective Time Time, represent for all purposes only the right to receive such the applicable Merger ConsiderationShares. No interest Notwithstanding the foregoing, upon surrender of a Stock Certificate, the holder thereof shall be paid entitled to any dividends or accrued other distributions that are payable to the holders of record of Company Common Stock as of a date on or after the cash payable upon Effective Time and the surrender or transfer time of such Certificatesurrender; provided, that, no such Person shall be entitled to receive any interest on such dividends or other distributions. (cd) If any portion shares of the Merger Consideration is Company Common Stock are to be paid issued to a Person other than the Person registered holder of the Stock Certificate surrendered in whose name the surrendered Certificate is registeredexchange therefore, it shall be a condition to such issuance or payment that (i) either such the Stock Certificate surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment issuance shall pay to the Exchange Agent any transfer or other Tax Taxes required as a result of such payment issuance to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2applicable. (e) Any Merger Shares that remains unclaimed by the holders of PolyMedix Common Stock or PolyMedix Preferred Stock one (1) year after the Effective Time shall be returned to the Company, upon demand, and any such holder who has not exchanged such holder’s Stock Certificates in accordance with this Section 3.3 prior to that time shall thereafter look only to the Company, as a general creditor thereof, to exchange such Stock Certificates or to pay amounts to which such holder is entitled pursuant to this Article III. If Stock Certificates are not surrendered prior to six (6) years after the Effective Time (or, in any particular case, prior to such earlier date on which any Merger Shares issuable or payable in respect of such Stock Certificates would otherwise escheat to or become the property of any governmental unit or agency), the Merger Shares issuable or payable in respect of such Stock Certificates shall, to the extent permitted by applicable law, become the property of the Company, free and clear of all claims or interest of any Person previously entitled thereto. Notwithstanding the foregoing, none of the Parties hereto shall be liable to any holder of Stock Certificates for any amount paid, or Merger Shares delivered, to a public official pursuant to applicable abandoned property, escheat or similar laws. Back to Contents (f) If any Stock Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Stock Certificate to be lost, includingstolen or destroyed and, if necessaryrequired by the Company, the posting by such Person of a bond, bond in such customary reasonable amount as the Surviving Corporation Company may direct, direct as indemnity against any claim that may be made against it with respect to such Stock Certificate, the Exchange Agent will issue, issue in exchange for such lost, stolen or destroyed Certificate, Stock Certificate the Merger Consideration to be paid Shares in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under thereof pursuant to this Article 2Agreement. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent Agribrands and Ralcorp shall cause Holding Company to appoint Computershare Trust Company, N.A. (or its successor) an agent as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) designated by Agribrands and Ralcorp (the “"Exchange Agent”") for the purpose of exchanging the Certificates --------------- for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockConsideration. Prior to Immediately after the Effective Time, Parent shall enter into an exchange agent agreement, in form Agribrands and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or Ralcorp shall cause Holding Company to be deposited, deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-make available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments Merger Consideration to be made pursuant to this Agreement and (iii) such investments shall be paid in short-term obligations respect of the United States with maturities of no more than thirty shares (30) daysthe "Exchange Fund"). If deposited, or guaranteed by, and backed by the full faith and credit ofupon receipt, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to Exchange Agent will invest --------------- the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those cash portion of the Exchange Agent, Fund in connection with United States government securities maturing at the exchange of shares of Election Deadline or such other investments as Holding Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) may direct. Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall Holding Company will send, or shall will cause the Exchange Agent to send, (A) to each record holder of shares of Company Agribrands Common Stock and Ralcorp Common Stock, at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Time, a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each , and (B) to each record holder of shares of Company Agribrands Common Stock that have been converted into and Ralcorp Common Stock, an election form (the right "Election Form") providing for such holders ------------- to receive the Merger Consideration make a Stock Election or a Cash Election. Any Stock Election or Cash Election shall be entitled validly made only if the Exchange Agent shall have received by 5:00 p.m., St. Louis time, on a date (the "Election Deadline") to receive be mutually ----------------- agreed upon by Agribrands and Ralcorp (which date shall not be later than the Merger Consideration in respect twentieth Business Day after the Effective Time), an Election Form properly completed and executed (with the signature or signatures thereon guaranteed to the extent required by the Election Form) by such holder accompanied by such holder's Certificates, or by an appropriate guarantee of delivery of such Certificates from a member of any registered national securities exchange or of the shares National Association of Company Securities Dealers, Inc. or a commercial bank or trust company in the United States as set forth in such Election Form. Any holder of Agribrands Common Stock represented or Ralcorp Common Stock who has made an election by a Certificate, within two (2) Business Days, upon (i) surrender submitting an Election Form to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction irrevocably made such election. Any holder of all rights pertaining Agribrands Common Stock or Ralcorp Common Stock who fails to properly make the required election shall be deemed to have made a Stock Election with respect to the shares of Company Common Stock formerly represented (other than Dissenting Shares) owned by such Certificate and from and after the Effective Time, there shall be holder for which no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2such election has been made. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior to Promptly after the Effective Time, Parent the Surviving Corporation shall appoint Computershare Trust Companycause the Exchange Agent to mail to each record holder, N.A. (or its successor) as of the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose Effective Time, of exchanging for the Merger Consideration certificates representing outstanding shares of Company Common Stock (the “"Company Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to ") or shares of Company Common Stock represented by book-entry account statements relating ("Company Book-Entry Shares") (in Merger Agreement each case, other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ownership Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) (the "Letter of Transmittal") and instructions for use in effecting the surrender of the Company Certificates or, in the case of Company Book-Entry Shares, the surrender of such shares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such Letter of Transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Exchange Agent shall promptly deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration (without interest), to be received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of the Company or its transfer agent of shares of Company Common Stock. Prior Stock and, if Company Certificates or Company Book-Entry Shares are presented to the Effective TimeCompany for transfer, Parent they shall enter into an be canceled against delivery of the applicable Merger Consideration. If any Merger Consideration is to be paid in a name other than that in which the Company Certificate surrendered for exchange agent agreementis registered, it shall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, and substance reasonably acceptable that the person requesting such exchange shall pay to the Company, with such Exchange Agent for Company or its transfer agent any transfer or other taxes required by reason of the payment of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the applicable Merger Consideration as contemplated by Section 3.1. (b) The Merger Consideration paid upon the surrender for exchange of Company Certificates or Company Book-Entry Shares in accordance with the terms of this Agreement. Immediately following Article 3 shall be deemed to have been paid in full satisfaction of all rights pertaining to the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to so exchanged. (c) At any time following the date which is nine months after the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause be entitled to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by require the Exchange Agent as directed by Parent; provided that to deliver to it any funds (iincluding any interest received with respect thereto) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds which have been made available to the Exchange Agent in the amount and which have not been disbursed to holders of any Company Certificates or Company Book-Entry Shares and thereafter such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments holders shall be in short-term obligations of entitled to look to Parent and the United States Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable respect to the Surviving Corporation. The Payment Fund shall not be used for any other purposeapplicable Merger Consideration payable upon due surrender of their Company Certificates or Company Book-Entry Shares. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of for the Merger Consideration in respect Consideration. None of such shares Parent, the Surviving Corporation, any Subsidiary or Affiliate of Company Common Stock. (b) Promptly after Parent or the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, Surviving Corporation or shall cause the Exchange Merger Agreement Agent shall be liable to send, to each record any former holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right for cash delivered to receive the Merger Consideration public officials pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effectedany applicable abandoned property, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer escheat or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payablesimilar laws. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Company Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Company Certificate to be lost, includingstolen or destroyed and, if necessaryrequested by the Surviving Corporation, the posting by such Person of a bond, in such customary reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Company Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Company Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior Following the date hereof and prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) Company (the “Exchange Agent”) for to act as the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for Merger. (b) No later than the payment close of business on the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, tenth (x10th) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately Business Day prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closinganticipated Closing Date, the Company shall deposit, or shall cause have prepared an Ownership Allocation containing the Company Stockholders and Company Promised Optionholders and setting forth the allocation of Merger Consideration to be depositedreceived by each Person enumerated therein, with applying the Exchange Agentmethodology, for assumptions, formulas and techniques set forth in Schedule 3.01. The parties hereto shall confer regarding the benefit of foregoing schedule no later than the holders of shares of Company Common Stock issued and outstanding immediately fifth (5th) Business Day prior to the Effective Time an amount anticipated Closing Date, shall make such changes thereto as the parties hereto may mutually and in cash as specified by Parent in good faith agree, and, subject to the agreement of the parties hereto, such written notice in an amount not to exceed the Company’s then-available cash on hand (schedule shall be the “Payment Fund”)Ownership Allocation” hereunder. To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restoredIn addition, the lost portion of such fund so as to ensure that it is, at Company shall provide all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested information reasonably requested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds in order to enable the Exchange Agent to open accounts for each Person enumerated in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common StockOwnership Allocation. (bc) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, mail to each record holder of record of Company Stock entitled to receive Merger Consideration pursuant to Section 3.01 a letter of transmittal (which shall be in the form and substance reasonably acceptable to Company) (a “Letter of Transmittal”) and instructions for use in effecting the surrender of the certificates evidencing such Company Stock, in physical or electronic form, as the case may be (the “Certificates”), in exchange for the applicable portion of Merger Consideration payable to such holder. Promptly after the Effective Time, the Exchange Agent shall, as promptly as reasonably practicable after receipt of a Certificate (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any other customary documents that the Exchange Agent may reasonably require in connection therewith), issue to the holder of such Certificate the Merger Consideration with respect to such Certificate so surrendered and the Certificate shall forthwith be cancelled. The Exchange Agent shall deliver the Merger Consideration into which such shares of Company Common Stock at the Effective Time whose shares were have been converted into the right to receive the Merger Consideration pursuant to Section 2.03(a3.01(a) a letter (after giving effect to Section 3.01(c), Section 3.04, Section 3.05(a) and Section 3.06) as reflected in the Ownership Allocation, electronically through book entry-delivery or, upon the written request of transmittal and instructions any Company Stockholder, in forms reasonably satisfactory the form of an original stock certificate to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use address set forth in such exchange. Each holder Company Stockholder’s Letter of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger ConsiderationTransmittal. No interest shall be paid or accrued shall accrue on the cash any Merger Consideration payable upon surrender of any Certificate. Until so surrendered, each outstanding Certificate that prior to the surrender or transfer Effective Time represented shares of such Certificate. Company Stock (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (ifor Dissenting Shares) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on for all purposes, to evidence the stock transfer books right to receive a portion of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeMerger Consideration. If, If after the Effective Time, Certificates are any Certificate is presented to the Surviving CorporationExchange Agent, they it shall be canceled cancelled and exchanged as provided in this Section 3.07(c). (d) No dividends or other distributions declared or made after the Effective Time with respect to the Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the Parent Common Stock issuable to such holder hereunder in consideration for the Merger Consideration as provided forsurrender of such Certificate until the holder of such Certificate shall surrender such Certificate. Subject to the effect of escheat, tax or other applicable Laws, following surrender of any such Certificate, there shall be paid to the holder of the certificates representing shares of Parent Common Stock issued in exchange therefor, without interest, (i) the amount of dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such shares of Parent Common Stock, and in accordance (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the procedures set forthEffective Time but prior to surrender and a payment date occurring after surrender, in this Article 2payable with respect to such whole shares of Parent Common Stock. (e) Any Merger Consideration remaining unclaimed by Company Stockholders two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Authority) 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. None of Parent, Merger Sub, the Company or the Exchange Agent shall be liable to any person in respect of any shares of Parent Common Stock delivered to a Governmental Authority pursuant to any applicable abandoned property, escheat or similar Law. (f) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with making of an affidavit of loss and indemnity by the replacement requirements established Person claiming such Certificate to be lost, stolen or destroyed and, if required by Company or the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration Certificate in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationAgreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Paying Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) or (ii)uncertificated Shares (the “Uncertificated Shares”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of . The Company Common Stock. Prior to the Effective Time, and Parent shall enter into an exchange agent agreementa Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, in form responsibilities and substance obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the CompanyCompany and Parent. Promptly after the Effective Time on the Closing Date, with such Exchange Agent for Parent shall make available to the payment of Paying Agent, as needed, the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit paid in respect of the holders of shares of Company Common Stock issued Certificates and outstanding immediately prior to the Effective TimeUncertificated Shares, cash in the aggregate, in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent required to be deposited paid by the Company pursuant to clause Paying Agent in accordance with this Agreement (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closingsuch cash, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Consideration Fund”). To the extentIn addition, following the deposits contemplated Parent shall make available as necessary cash in an amount sufficient for payment of any dividends or distributions declared, but not paid, by the preceding clauses (x) and (y), such fund diminishes for any reason below Company prior to the level required to make prompt payment Acceptance Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger ConsiderationConsideration (including on account of any Merger Consideration returned to Parent pursuant to ‎Section 3.03(g)), Parent shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds to the lost portion of such fund so as Paying Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, Time (and in any event no later than three (3) within two Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Paying Agent) for use in such exchange. , the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common StockUncertificated Shares, and, in the Merger Consideration payable for each case, delivery to the Exchange Agent of Share represented by such other documents as may reasonably be requested by the Exchange AgentCertificate or for each such Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such the Merger Consideration. No interest shall be paid or accrued shall accrue on the cash payable upon the surrender or transfer of such Certificateany Shares. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other Tax Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Paying Agent and Parent that such Tax has been paid or is not payable. (d) All Merger The cash in the Consideration Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that any such investments shall be in short-term obligations of the United States with maturities of no more than 30 days or guaranteed by the United States and backed by the full faith and credit of the United States. Earnings on the Consideration Fund in excess of the amounts payable to the Company’s former stockholders shall be the sole and exclusive property of Parent and shall be paid upon as Parent directs. No investment of the surrender Consideration Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this ‎Article 3, and following any losses from any such investment, Parent shall promptly provide additional cash funds to the Paying Agent for the benefit of Certificates the Company’s stockholders at the Effective Time in accordance with the terms hereof shall amount of such losses to the extent the funds in the Consideration Fund are insufficient for such purposes, which additional funds will be deemed to have been paid in full satisfaction be part of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after Consideration Fund. (e) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2‎Article 3. (f) Any portion of the Payment Fund Merger Consideration made available to the Paying Agent pursuant to ‎Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months Shares one year after the Effective Time Time, to the extent permitted by Applicable Law, shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 ‎Section 3.03 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, neither Parent nor any of its Affiliates 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 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 or the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (g) Any portion of the Merger Consideration made available to the Paying Agent pursuant to ‎Section 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior Not less than five (5) days prior to the Closing Date, Parent shall designate and enter into an agreement with a bank or trust company in the U.S. to serve as Paying Agent in the Merger (the “Paying Agent”). A copy of the agreement with the Paying Agent shall be provided to the Company Agent. Immediately after the Effective Time, Parent the Surviving Company shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating pay to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreementPaying Agent, in form and substance reasonably acceptable to the Companyimmediately available funds, with such Exchange Agent sufficient cash necessary for the payment of the Merger Consideration as provided in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash Section 1.11 upon surrender as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment part of the Merger Consideration, Parent shall promptly replace or restore, or cause of Company Share Certificates formerly representing Company Shares. Funds made available to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund Paying Agent shall be invested by the Exchange Paying Agent as reasonably directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common StockCompany. (b) Promptly As promptly as practicable after the Effective Time (and in any event within three (3) business days after the Effective Time), and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or Surviving Company shall cause the Exchange Paying Agent to send, mail to each record holder of shares record of a Company Common Stock at Share Certificate (other than the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(aClosing Date Payees): (i) a letter of transmittal and instructions in forms reasonably satisfactory to the Company form attached as Exhibit O (the “Letter of Transmittal”), which shall specify (1) specifies that the delivery shall be effected, and risk of loss and title to the Company Share Certificates shall pass, only upon proper actual delivery or transfer of the Company Share Certificates to the Paying Agent, (or affidavits of loss in lieu 2) contains an appointment of the Certificates pursuant Company Agent as the agent and true and lawful attorney-in-fact of the Effective Time Holders in accordance with Section 11.1 and (3) is otherwise acceptable to Section 2.09Parent and the Company; and (ii) to the Exchange Agent) instructions for use in such exchangeeffecting the surrender of the Company Share Certificates in exchange for the Merger Consideration, without any interest thereon. Each Upon surrender of Company Share Certificates for cancellation to the Paying Agent, together with a duly executed Letter of Transmittal, the holder of shares of such Company Common Stock that have been converted into the right to receive the Merger Consideration Share Certificates shall be entitled to receive in exchange therefor a check or wire transfer in the amount of the Per Share Merger Consideration in respect (less such holder’s Pro Rata Share of the shares Escrow Amount, the Tax Escrow Amount and the Company Agent Retention Amount) for each Company Share formerly represented thereby to be mailed or paid within five (5) business days of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, Company Share Certificate and Letter of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common Stock, andTransmittal, in each caseaccordance with this Section, delivery to and the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until Company Share Certificates so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificatecanceled. (c) If Promptly following the date that is six (6) months after the Effective Time, unless the Surviving Company shall otherwise direct the Paying Agent in writing, the Paying Agent shall deliver to the Surviving Company all cash and any portion documents in its possession relating to the Transactions, and the Paying Agent’s duties shall terminate. Thereafter, each holder of a Company Share Certificate shall thereafter look only to the Surviving Company for payment of the Merger Consideration is and may surrender such Company Share Certificate to the Surviving Company or Parent and (subject to applicable abandoned property, escheat and similar laws) receive in exchange therefor its applicable portion of Merger Consideration, without any interest thereon. Notwithstanding the foregoing, none of the Paying Agent, Parent, Merger Sub, the Company or the Surviving Company shall be paid liable to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form holder of Company Shares for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment amounts delivered to a Person other than the registered holder of such Certificate public official pursuant to applicable abandoned property, escheat or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payablesimilar Legal Requirement. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Company Share Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Company Share Certificate to be lost, including, if necessarystolen or destroyed, the posting by such Person of a bondPaying Agent (or if more than six (6) months after the Effective Time, in such customary amount as the Surviving Corporation may directCompany or Parent), as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, shall issue in exchange for such lost, stolen or destroyed Company Share Certificate, the Merger Consideration to be paid deliverable in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under thereof determined in accordance with this Article 2Agreement. (fe) Any portion No dividends or other distributions with respect to capital stock of the Payment Fund that remains unclaimed by the holders of shares of Surviving Company Common Stock twelve (12) months with a record date after the Effective Time shall be delivered paid to the holder of any unsurrendered Company Share Certificate. (f) All cash paid in respect of the surrender for exchange of Company Shares in accordance with the terms hereof shall be deemed to be in full satisfaction of all rights pertaining to such Company Shares. If, after the Effective Time, Company Share Certificates are presented to the Surviving CorporationCompany for any reason, upon demand, they shall be canceled and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration as provided in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationAgreement.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the an exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) reasonably acceptable to the Company for the purpose of exchanging Certificates or Book Entry Shares representing Company Shares for the applicable Merger Consideration certificates representing shares Consideration. Immediately upon completion of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective TimeMerger, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration to be paid in respect of such shares of Company Common Stock. (b) accordance with this Article 2. Promptly after the Effective TimeTime and, and in any event no event, not later than three (3) the third Business Days after Day following the Effective TimeClosing Date, Parent the Surviving Corporation shall send, or shall cause instruct the Exchange Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal transmittal, which shall be in a form reasonably acceptable to Company, and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Book Entry Shares to the Exchange Agent) for use in such exchange. . (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration Shares shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a CertificateCertificate or Certificates (or affidavits of loss in lieu thereof (and bond, if required) as provided in Section 2.07 or, in the case of Book Entry Shares, upon adherence to the procedures as set forth in the letter of transmittal) representing such shares, together with a duly properly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall will be paid or accrued on the cash any amount payable upon due surrender of the surrender or transfer of such CertificateCertificates. (c) Promptly after the Effective Time and, in any event, not later than the third Business Day following the Closing Date, the Surviving Corporation shall send, or shall instruct the Exchange Agent to send, to each record holder of a Company Stock Option or a Company Restricted Stock Award in respect of which a cash payment is payable at the Effective Time under Section 2.04 a notice summarizing such holder’s rights under this Agreement with respect to such award and setting forth any procedures that such holder must follow to receive payment. (d) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the Book Entry Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such book entry shall be properly transferred, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other similar Tax required as a result of such payment to a Person other than the registered holder of such Certificate or Book Entry Share or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (de) All The payment of the applicable Merger Consideration paid upon the surrender of Certificates or Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid payment in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from or Book Entry Share. From and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock Shares on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeCorporation. If, after the Effective Time, Certificates or Book Entry Shares are presented to the Surviving Corporation, they shall be canceled cancelled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund Merger Consideration deposited with the Exchange Agent pursuant to Article 2 (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) Shares six months after the Effective Time shall be delivered returned to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of such Company Common Stock Shares for the Merger Consideration in accordance with this Section 2.04 2.02 prior to that time shall thereafter look only to Parent and the Surviving Corporation only as general creditors thereof with respect to any Merger Consideration in respect of such Company Shares without any interest thereon. Notwithstanding the foregoing, Surviving Corporation shall not be liable to any holder of Company Shares for payment any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Company Shares at such time at which such amounts would otherwise escheat to or become property of any Governmental Authority shall become, to the Merger Considerationextent permitted by Applicable Law, the property of Surviving Corporation or its designee free and clear of any claims or interest of any Person previously entitled thereto.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange an agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock (the “Certificates”) or (ii) uncertificated shares of Company Stock (the “Uncertificated Shares”); provided, however, that any references herein in each case for the aggregate Merger Consideration payable to “Certificates” are deemed to include references to book-entry account statements relating to the ownership each holder of shares of Company Common Stock. Prior Immediately prior to the Effective Time, Parent the Company shall enter into have Freely Available Cash in an exchange agent agreement, in form amount not less than the sum of (x) $165.0 million and substance reasonably acceptable (y) the aggregate amount received by the Company pursuant to the Companyexercise of Company Stock Options after the date of this Agreement and before the Effective Time (such sum, with such Exchange Agent for the payment of “Company Payable Merger Consideration”) available to (A) make the Merger Consideration in accordance with this AgreementCompany Cash Deposit and (B) pay the Option Payment and the RSA Payment. Immediately following prior to the Effective Time, (x) Parent the Company shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash for payment through the Exchange Agent in accordance with this Section 2.03, an amount sufficient equal to the Company Payable Merger Consideration less the sum of the Option Payment and the RSA Payment (together with the Additional Company Deposit, the “Company Cash Deposit”). The Company may make an additional deposit of Freely Available Cash which has not been reserved to pay the aggregate per share Option Payment and the RSA Payment with the Exchange Agent (the “Additional Company Cash Deposit”). The Company Cash Deposit shall be used solely and exclusively for purposes of paying the Merger Consideration (less in respect of the amount Certificates and the Uncertificated Shares Table of cash directed by Parent Contents and shall not be used to be deposited satisfy any other obligations of the Company or any of its Subsidiaries. If the Effective Time does not occur by the second Business Day after the Company pursuant deposits the Company Cash Deposit with the Exchange Agent, the Exchange Agent shall by the third Business Day after such deposit refund the Company Cash Deposit to clause (y)) and (y) at the written request Company by wire transfer of Parent at least three (3) Business Days immediately available funds. Immediately prior to the ClosingEffective Time, the Company Parent shall deposit, or shall cause make available to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time Time, an amount equal to (a) the Merger Consideration to be paid in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment respect of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, Certificates and the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that Uncertificated Shares less (ib) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional Company Cash Deposit. The funds provided to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of Section 2.03 are referred to herein as the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States“Exchange Fund”. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Within two Business Days after the Effective TimeClosing Date, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Agent) for use in such exchange. . (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, 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 Uncertificated Shares, the Merger Consideration in respect of the Company Common Stock, and, in each case, delivery to the Exchange Agent of such other documents as may reasonably be requested Stock represented by the Exchange Agenta Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeStock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Paying Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) or (ii) uncertificated Shares (the “Uncertificated Shares”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of . The Company Common Stock. Prior to the Effective Time, and Parent shall enter into an exchange agent agreementa Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, in form responsibilities and substance obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the CompanyCompany and Parent. Promptly after the Effective Time on the Closing Date, with such Exchange Agent for Parent shall make available to the payment of Paying Agent, as needed, the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit paid in respect of the holders of shares of Company Common Stock issued Certificates and outstanding immediately prior to the Effective TimeUncertificated Shares, cash in the aggregate, in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent required to be deposited paid by the Company pursuant to clause Paying Agent in accordance with this Agreement (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closingsuch cash, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Consideration Fund”). To the extentIn addition, following the deposits contemplated Parent shall make available as necessary cash in an amount sufficient for payment of any dividends or distributions declared, but not paid, by the preceding clauses (x) and (y), such fund diminishes for any reason below Company prior to the level required to make prompt payment Acceptance Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger ConsiderationConsideration (including on account of any Merger Consideration returned to Parent pursuant to Section 3.03(g)), Parent shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds to the lost portion of such fund so as Paying Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, Time (and in any event no later than three (3) within two Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Paying Agent) for use in such exchange. , the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common StockUncertificated Shares, and, in the Merger Consideration payable for each case, delivery to the Exchange Agent of Share represented by such other documents as may reasonably be requested by the Exchange AgentCertificate or for each such Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such the Merger Consideration. No interest shall be paid or accrued shall accrue on the cash payable upon the surrender or transfer of such Certificateany Shares. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other Tax Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Paying Agent and Parent that such Tax has been paid or is not payable. (d) All Merger The cash in the Consideration Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that any such investments shall be in short-term obligations of the United States with maturities of no more than 30 days or guaranteed by the United States and backed by the full faith and credit of the United States. Earnings on the Consideration Fund in excess of the amounts payable to the Company’s former stockholders shall be the sole and exclusive property of Parent and shall be paid upon as Parent directs. No investment of the surrender Consideration Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this Article 3, and following any losses from any such investment, Parent shall promptly provide additional cash funds to the Paying Agent for the benefit of Certificates the Company’s stockholders at the Effective Time in accordance with the terms hereof shall amount of such losses to the extent the funds in the Consideration Fund are insufficient for such purposes, which additional funds will be deemed to have been paid in full satisfaction be part of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after Consideration Fund. (e) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 23. (f) Any portion of the Payment Fund Merger Consideration made available to the Paying Agent pursuant to Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months Shares one year after the Effective Time Time, to the extent permitted by Applicable Law, shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 3.03 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, neither Parent nor any of its Affiliates 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 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 or the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (g) Any portion of the Merger Consideration made available to the Paying Agent pursuant to Section 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (authorize one or its successormore transfer agent(s) reasonably acceptable to Company to act as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) hereunder (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior At or prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable will deliver to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and the outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock, Company Warrants, Company Options and Company Notes a cash amount equal to the applicable Merger Consideration. The aggregate amount of funds delivered to Exchange Agent pursuant to the preceding sentence will be the “Exchange Fund.” (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Timesubject to Section 3.6(d), Parent shall send, or shall cause Exchange Agent will promptly distribute from the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) Fund in exchange for a duly executed and properly completed letter of transmittal and instructions in forms reasonably satisfactory surrendered certificates or instruments representing Company Instruments of any individual, corporation, limited liability company, partnership, association, trust or any other entity or organization, including a Governmental Authority (“Person”) (other than Dissenting Stockholders), an aggregate amount equal to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant i) with respect to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of certificates representing Company Common Stock that have been converted into Stock, the right to receive product of (A) the Merger Per Share Consideration shall be entitled to receive times (B) the Merger Consideration in respect number of the shares of Company Common Stock represented by a Certificatesuch certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 with respect to the Exchange Agent of such other documents as may reasonably be requested by Company Notes which have not been converted, the Exchange Agent. Until so surrendered or transferredapplicable Per Note Consideration, each such Certificate shall represent after (iii) with respect to Company Warrants, the Effective Time for all purposes only applicable Per Warrant Consideration, and (iv) with respect to the right to receive such Merger Company Options, the applicable Per Option 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and Promptly after the Effective Time, there shall be no further registration of transfers of shares but in any event not later than three Business Days thereafter, Parent will, or instruct Exchange Agent to, send to each holder of Company Common Stock on Instruments a letter of transmittal and instructions for use in effecting the stock transfer books exchange of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged such Company Instruments for the applicable Merger Consideration as provided for, and Consideration. “Business Day” means any date that is not a Saturday or Sunday or other day on which banks are required or authorized by law to be closed in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person city of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim that may New York. Provision also will 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 be paid in respect of the shares holders of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months Instruments to procure in person immediately after the Effective Time shall be delivered a letter of transmittal and instructions and to deliver in person immediately after the Surviving Corporation, upon demand, Effective Time such letter of transmittal and any such holder who has not exchanged shares of Company Common Stock Instruments in exchange for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the applicable Merger Consideration.

Surrender and Payment. (a) At the Effective Time, all Securities outstanding immediately prior to the Effective Time shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder of a certificate formerly evidencing any Shares (each, a “Stock Certificate”) and each holder of record of an Option, a Warrant, an RSU, a Convertible Note or Restricted Stock shall cease to have any rights as a Stockholder, an Optionholder, a Warrantholder, an RSU Holder, a Noteholder or a holder of Restricted Stock, respectively. (b) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. a paying agent reasonably acceptable to the Company (or its successor) as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Paying Agent”) to act as the paying agent in the Merger. (c) As promptly as reasonably practicable after obtaining the Requisite Company Vote, Paying Agent shall mail to each holder of Shares (including, for the purpose avoidance of exchanging doubt, each Noteholder and each holder of Restricted Stock) a letter of transmittal in substantially the form attached as Exhibit E (a “Letter of Transmittal”) and instructions for use in effecting the surrender of Stock Certificates in exchange for the applicable portion of Merger Consideration certificates representing pursuant to Section 2.8(b). Paying Agent shall, no later than the later of (i) the Effective Time and (ii) promptly after receipt of a Stock Certificate, together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto, and any other customary documents that Paying Agent may reasonably require in connection therewith, pay to the holder of such Stock Certificate a cash amount as provided in Section 2.8(b) with respect to the Shares evidenced by such Stock Certificate so surrendered and the Stock Certificate shall forthwith be cancelled. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon surrender of any Stock Certificate. Until so surrendered, each outstanding Stock Certificate that prior to the Effective Time evidenced shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (iDissenting Shares) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on for all purposes, to evidence only the stock transfer books right to receive the portion of the Surviving Corporation other than transfers to reflect, Merger Consideration as provided in accordance with customary settlement procedures, trades effected prior to the Effective TimeSection 2.8(b). If, If after the Effective Time, Certificates are any Stock Certificate is presented to the Surviving CorporationPaying Agent, they it shall be canceled cancelled and exchanged as provided in this Section 2.11(c). (d) As promptly as reasonably practicable after obtaining the Requisite Company Vote, Paying Agent shall mail to each Optionholder a Letter of Transmittal, and instructions for completing, executing and returning the Letter of Transmittal in exchange for the applicable portion of the Merger Consideration as provided forpursuant to Section 2.9. With respect to each Optionholder, Paying Agent shall, no later than the later of (i) the Effective Time or (ii) promptly after receipt of a Letter of Transmittal duly completed and validly executed in accordance with the procedures set forthinstructions thereto and any other customary documents that Paying Agent may reasonably require in connection therewith, pay to such Optionholder a cash amount as provided in this Article 2Section 2.9(a) with respect to the In-Money Options in respect of which the Letter of Transmittal was delivered. Unless otherwise provided herein, no interest shall be paid or shall accrue on any cash payable upon delivery of any Letter of Transmittal. (e) If any Certificate As promptly as reasonably practicable after obtaining the Requisite Company Vote, Paying Agent shall have been lostmail to each Warrantholder a Letter of Transmittal, stolen or destroyedand instructions for completing, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by executing and returning such Person Letter of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will issue, Transmittal in exchange for such lost, stolen or destroyed Certificate, the applicable portion of the Merger Consideration pursuant to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article Section 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (a bank or its successor) as trust company designated by Parent and reasonably acceptable to the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) Company (the “Exchange Agent”) for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposited with the Exchange Agent, in trust for the benefit of the holders of shares of Company Common Stock and the Performance Units, certificates representing the shares of Parent Common Stock and an amount of cash in U.S. dollars sufficient to be issued and outstanding immediately prior paid pursuant to Sections 2.1, 2.3 and 2.6(d), payable upon due surrender of the Certificates (or effective affidavits of loss in lieu thereof) or non-certificated Company Common Stock represented by book-entry (“Book-Entry Shares”) pursuant to the provisions of this Article II. Following the Effective Time, cash in an amount sufficient Parent agrees to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent make available to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company from time to time as needed, cash in U.S. dollars sufficient to pay any dividends and other distributions pursuant to Section 2.2(f). Any cash and certificates representing Parent Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by deposited with the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in including the amount of any dividends or other distributions payable with respect thereto and such losses, (ii) no such investment shall have maturities that could prevent or delay payments cash in lieu of fractional shares to be made paid pursuant to Section 2.3) shall be referred to in this Agreement and (iii) such investments shall as the “Exchange Fund.” The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be in short-term obligations issued pursuant to Section 2.1 out of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed Exchange Fund. Except as contemplated by the full faith and credit ofSection 2.3, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Exchange Fund shall not be used for any other purpose. The Surviving Corporation shall (As soon as reasonably practicable after the Effective Time and in any event not later than the second business day following the Effective Time, Parent shall will cause the Surviving Corporation to) pay all charges and expenses, including those Exchange Agent to send to each holder of the Exchange Agent, in connection with the exchange record of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of whose Company Common Stock at the Effective Time whose shares were was converted into the right to receive the Merger Consideration pursuant to Section 2.03(a2.1, (i) a letter of transmittal and instructions for use in forms reasonably satisfactory to the Company such exchange (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or effective affidavits of loss in lieu of the Certificates pursuant to Section 2.09thereof) or Book-Entry Shares to the Exchange Agent) in such form as Parent and the Company may reasonably agree, for use in such exchangeeffecting delivery of shares of Company Common Stock to the Exchange Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) or Book-Entry Shares in exchange for the Merger Consideration. Exchange of any Book-Entry Shares shall be effected in accordance with Parent’s customary procedures with respect to securities represented by book entry. (b) Each holder of shares of Company Common Stock that have been converted into the a right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business DaysConsideration, upon (i) surrender to the Exchange Agent of a CertificateCertificate (or effective affidavits of loss in lieu thereof) or Book-Entry Shares to the Exchange Agent, together with a duly properly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by duly executed and completed in accordance with the Exchange Agent (or such other evidenceinstructions thereto, 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 the Exchange Agent of and such other documents as may reasonably be requested required by the Exchange Agent, will be entitled to receive in exchange therefor (i) one or more shares of Parent Common Stock (which shall be in non-certificated book-entry form unless a physical certificate is requested) representing, in the aggregate, the whole number of shares of Parent Common Stock, if any, that such holder has the right to receive pursuant to Section 2.1 (after taking into account all shares of Company Common Stock then held by such holder) and (ii) a check in the amount equal to the cash portion of the Merger Consideration that such holder has the right to receive pursuant to Section 2.1 and this Article II, including cash payable in lieu of fractional shares pursuant to Section 2.3 and dividends and other distributions pursuant to Section 2.2(f) (less any required Tax withholding). No interest shall be paid or accrued on any Merger Consideration, cash in lieu of fractional shares or on any unpaid dividends and distributions payable to holders of Certificates. Until so surrendered or transferredsurrendered, each such Certificate shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive such 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 Merger Consideration cash payment is to be paid made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition to of such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax Taxes required as a result by reason of the making of such cash payment to a Person other than the registered holder of such the surrendered Certificate or shall establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender . If any portion of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided foris to be registered in the name of a Person other than the Person in whose name the applicable surrendered Certificate is registered, and in accordance with it shall be a condition to the procedures set forth, in this Article 2. (e) If any registration thereof that the surrendered Certificate shall have been lost, stolen be properly endorsed or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, otherwise be in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.4

Surrender and Payment. (a) Prior Parent shall authorize one or more Persons reasonably acceptable to the Company to act as Exchange Agent hereunder the "Exchange Agent." Promptly after the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) as deliver to the exchange agent (or such other nationally recognized exchange agent agreed Exchange Agent sufficient cash to between the parties hereto) (the “Exchange Agent”) for the purpose of exchanging for satisfy the Merger Consideration Consideration. Promptly after the Effective Time, the Surviving Corporation shall cause to be mailed to each record holder, as of the Effective Time, of certificates representing outstanding shares of Company Common Stock (the “"Company Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to ") or shares of Company Common Stock represented by book-entry account statements relating ("Company Book-Entry Shares") (other than Dissenting Shares), a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the ownership Company Certificates shall pass, only upon proper delivery of the Company Certificates to the Exchange Agent or, in the case of Company Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal) and instructions for use in effecting the surrender of the Company Certificates or, in the case of Company Book-Entry Shares, the surrender of such shares for payment of the Merger Consideration therefor. After the Effective Time, upon surrender in accordance with this Section 3.4(a), to the Exchange Agent of a Company Certificate or Company Book-Entry Shares, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be required pursuant to such instructions, the Exchange Agent shall promptly deliver to the holder of such Company Certificate or Company Book-Entry Shares in exchange therefor, the Merger Consideration to be received by the holder thereof pursuant to this Agreement. The Exchange Agent shall accept such Company Certificates or Company Book-Entry Shares upon compliance with such reasonable terms and conditions as the Exchange Agent may impose to effect an orderly exchange thereof in accordance with normal exchange practices. After the Effective Time, there shall be no further transfer on the records of Company or its transfer agent of shares of Company Common StockStock and, if Company Certificates or Company Book-Entry Shares are presented to Company for transfer, they shall be canceled against delivery of the applicable Merger Consideration. Prior If any Merger Consideration is to be issued in a name other than that in which the Company Certificate surrendered for exchange is registered, it shall be a condition of such exchange that the Company Certificate so surrendered shall be properly endorsed, with signature guaranteed, or otherwise in proper form for transfer, including compliance with all laws and that the person requesting such exchange shall pay to Company or its transfer agent any transfer or other taxes required by reason of the issuance of the Merger Consideration in a name other than that of the registered holder of the Company Certificate surrendered, or establish to the satisfaction of the Surviving Corporation that such tax has been paid or is not applicable. Until surrendered as contemplated by this Section 3.4(a), each Company Certificate and each Company Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender the Merger Consideration as contemplated by Section 3.1. (b) The Merger Consideration paid upon the surrender for exchange of Company Certificates or Company Book-Entry Shares in accordance with the terms of this Article 3 shall be deemed to have been issued (and paid) in full satisfaction of all rights pertaining to the shares of Company Common Stock so exchanged. (c) At any time following the date which is nine months after the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable be entitled to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by require the Exchange Agent as directed by Parent; provided that to deliver to it any or funds (iincluding any interest received with respect thereto) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds which have been made available to the Exchange Agent in the amount and which have not been disbursed to holders of any Company Certificates or Company Book-Entry Shares and thereafter such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments holders shall be in short-term obligations of entitled to look to Parent and the United States Surviving Corporation (subject to abandoned property, escheat or other similar laws) only as general creditors thereof with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable respect to the Surviving Corporation. The Payment Fund shall not be used for any other purposeapplicable Merger Consideration payable upon due surrender of their Company Certificates or Company Book-Entry Shares. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of for the Merger Consideration in respect Consideration. None of such shares Parent, Surviving Corporation, any subsidiary or Affiliate of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause Surviving Corporation or the Exchange Agent shall be liable to send, to each record any former holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration for cash, pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effectedany applicable abandoned property, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer escheat or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payablesimilar laws. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Company Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established making of an affidavit of that fact by the Exchange AgentPerson claiming such Company Certificate to be lost, includingstolen or destroyed and, if necessaryrequested by the Surviving Corporation, the posting by such Person of a bond, in such customary reasonable amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Company Certificate, the Exchange Agent will issuepay, in exchange for such lost, stolen or destroyed Company Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Company Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (or its successor) a United States bank and trust company reasonably acceptable to the Company as the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) (the “Exchange Paying Agent”) for the purpose of exchanging for the Merger Consideration (i) certificates representing shares of Company Common Stock Shares (the “Certificates”) or (ii) uncertificated Shares (the “Uncertificated Shares”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of . The Company Common Stock. Prior to the Effective Time, and Parent shall enter into an exchange agent agreementa Paying Agent agreement with the Paying Agent which agreement shall set forth the duties, in form responsibilities and substance obligations of the Paying Agent consistent with the terms of this Agreement and otherwise reasonably acceptable to the CompanyCompany and Parent. Promptly after the Effective Time on the Closing Date, with such Exchange Agent for Parent shall make available to the payment of Paying Agent, as needed, the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit paid in respect of the holders of shares of Company Common Stock issued Certificates and outstanding immediately prior to the Effective TimeUncertificated Shares, cash in the aggregate, in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent required to be deposited paid by the Company pursuant to clause Paying Agent in accordance with this Agreement (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closingsuch cash, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Consideration Fund”). To the extentIn addition, following the deposits contemplated Parent shall make available as necessary cash in an amount sufficient for payment of any dividends or distributions declared, but not paid, by the preceding clauses (x) and (y), such fund diminishes for any reason below Company prior to the level required to make prompt payment Acceptance Time in respect of the Shares in accordance with this Agreement. In the event the Consideration Fund shall be insufficient to pay the Merger ConsiderationConsideration (including on account of any Merger Consideration returned to Parent pursuant to ‎Section 3.03(g)), Parent shall promptly replace or restoredeliver, or cause to be replaced or restoreddelivered, additional funds to the lost portion of such fund so as Paying Agent in an amount that is equal to ensure that it is, at all times, maintained at a level sufficient the deficiency required to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, Time (and in any event no later than three (3) within two Business Days after the Effective Time), Parent shall send, or shall cause the Exchange Paying Agent to send, to each record holder of shares of Company Common Stock Shares at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company customary form (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange Paying Agent) for use in such exchange. , the form and substance of such letter of transmittal and instructions shall be reasonably agreed to by Parent and the Company and prepared prior to the Closing. (b) Each holder of shares of Company Common Stock Shares that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Paying Agent of a Certificate, together with a duly properly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Paying Agent (or such other evidence, if any, of transfer as the Exchange Paying Agent may reasonably request) in the case of a book-entry transfer of shares of Company Common StockUncertificated Shares, and, in the Merger Consideration payable for each case, delivery to the Exchange Agent of Share represented by such other documents as may reasonably be requested by the Exchange AgentCertificate or for each such Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such the Merger Consideration. No interest shall be paid or accrued shall accrue on the cash payable upon the surrender or transfer of such Certificateany Shares. (c) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (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 (ii) the Person requesting such payment shall pay to the Exchange Paying Agent any transfer or other Tax Taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Paying Agent and Parent that such Tax has been paid or is not payable. (d) All Merger The cash in the Consideration Fund shall be invested by the Paying Agent as directed by Parent; provided, however, that any such investments shall be in short-term obligations of the United States with maturities of no more than 30 days or guaranteed by the United States and backed by the full faith and credit of the United States. Earnings on the Consideration Fund in excess of the amounts payable to the Company’s former stockholders shall be the sole and exclusive property of Parent and shall be paid upon as Parent directs. No investment of the surrender Consideration Fund shall relieve Parent, the Surviving Corporation or the Paying Agent from promptly making the payments required by this ‎Article 3, and following any losses from any such investment, Parent shall promptly provide additional cash funds to the Paying Agent for the benefit of Certificates the Company’s stockholders at the Effective Time in accordance with the terms hereof shall amount of such losses to the extent the funds in the Consideration Fund are insufficient for such purposes, which additional funds will be deemed to have been paid in full satisfaction be part of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after Consideration Fund. (e) After the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective TimeShares. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2‎Article 3. (f) Any portion of the Payment Fund Merger Consideration made available to the Paying Agent pursuant to ‎Section 3.03(a) (and any interest or other income earned thereon) that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months Shares one year after the Effective Time Time, to the extent permitted by Applicable Law, shall be delivered returned to the Surviving CorporationParent, upon demand, and any such holder who has not exchanged shares of Company Common Stock such Shares for the Merger Consideration in accordance with this Section 2.04 ‎Section 3.03 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationConsideration in respect of such Shares without any interest thereon. Notwithstanding the foregoing, neither Parent nor any of its Affiliates 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 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 or the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (g) Any portion of the Merger Consideration made available to the Paying Agent pursuant to ‎Section 3.03(a) to pay for Shares for which appraisal rights have been perfected shall be returned to Parent, upon demand.

Surrender and Payment. (a) Prior to the Effective Time, Parent shall appoint Computershare Trust Company, N.A. (a commercial bank or its successor) as trust company that is reasonably satisfactory to the exchange agent (or such other nationally recognized exchange agent agreed to between the parties hereto) Company (the “Exchange Agent”) for the purpose of exchanging Certificates or Uncertificated Shares for the Merger Consideration certificates representing shares of Company Common Stock (and shall enter into an Exchange Agent Agreement with the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common StockExchange Agent. Prior to At the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, for the benefit (from and after the Effective Time) of the holders of shares of Company Common Stock issued and outstanding immediately prior to Stock, for exchange in accordance with this Section through the Effective TimeExchange Agent, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of all outstanding shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, except those described in Section 2.02(b). All cash deposited with the Exchange Agent pursuant to this Section 2.03(a) shall herewith be referred to as the “Exchange Fund.” At the Effective Time Parent shall make available for hand pickup from the Exchange Agent and in any event no later than three (3) within two Business Days after following the Effective TimeClosing Date, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were that have been converted into the right to receive the Merger Consideration pursuant to Section 2.03(aas of the Effective Time (i) a letter of transmittal and instructions in forms reasonably satisfactory to a form mutually agreed upon by Parent, the Company (and the Exchange Agent, which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) Uncertificated Shares to the Exchange AgentAgent (the “Letter of Transmittal”) for use in such exchangeexchange and (ii) instructions for use in effecting the surrender of the Certificates or transfer of Uncertificated Shares in exchange for cash constituting the applicable portion of the Exchange Fund (including by means of hand-delivery). The Letter of Transmittal and instructions will include an IRS Form W-9 or other applicable tax identification form which must be completed and executed by each holder of Company Common Stock before such holder receives its portion of the Exchange Fund. (b) Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Daysreceive, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly properly completed and validly executed letter Letter of transmittalTransmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such 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 Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.or

Surrender and Payment. (a) Prior Following the date hereof and prior to the Effective Time, Parent shall Acquiror shall, at the Company’s sole cost and expense, appoint Computershare Trust Company, N.A. (or its successor) as the an exchange agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) Company (the “Exchange Agent”) for to act as the purpose exchange agent in the Merger; provided, however, that Acquiror shall (i) afford the Company the opportunity to review any proposed Contract with the Exchange Agent prior to execution, and shall accept the Company’s reasonable comments thereto; and (ii) not appoint an Exchange Agent prior to the Effective Time in such a manner that will result in costs or expenses to the Company to be paid by the Company prior to the Effective Time or in the event that the Merger Agreement is terminated, in each case in clause (ii), absent the written consent of exchanging for the Company. Promptly after the appointment of the Exchange Agent, Acquiror shall cause the Exchange Agent to mail to each holder of record of Company Stock entitled to receive the Merger Consideration pursuant to Section 3.01 (other than the Assumed Options), at the Company’s sole cost and expense, a letter of transmittal in a customary form to be agreed to, reasonably and in good faith, by Acquiror and the Company (a “Letter of Transmittal”) and instructions for use in effecting the surrender of the certificates representing shares of evidencing such Company Common Stock Stock, in physical or electronic form, as the case may be (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of extent such Company Common Stock. Prior to Stock is represented by the Effective Time, Parent shall enter into an exchange agent agreementCertificates, in form exchange for the applicable portion of Merger Consideration (and substance reasonably acceptable any cash in lieu of fractional shares pursuant to the Company, with Section 3.01(c)) payable to such holder. The Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately shall (A) at or promptly following the Effective Time, issue to each holder of record of Company Stock entitled to receive a portion of the Merger Consideration pursuant to Section 3.01 (xand any cash in lieu of fractional shares pursuant to Section 3.01(c)) Parent shall deposit, or shall cause that has delivered a Certificate (only to be deposited, the extent such Company Stock is represented by a Certificate) (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and customary tax forms that the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash Agent may reasonably require in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)connection therewith) and (y) at the written request of Parent at least three (3) Business Days prior to the ClosingClosing Date, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in with respect of to such shares of Certificate (or any Company Common Stock. Stock not represented by a Certificate) so surrendered and the Certificate shall forthwith be canceled; and (bB) Promptly after following the Effective Time, with respect to any holder of record of Company Stock entitled to receive a portion of the Merger Consideration pursuant to Section 3.01 that did not receive such portion of the Merger Consideration (and any cash in any event lieu of fractional shares pursuant to Section 3.01(c)) pursuant to the preceding clause (A), no later than three (3) Business Days after receipt of a Certificate (only to the extent such Company Stock is represented by a Certificate) (together with a Letter of Transmittal duly completed and validly executed in accordance with the instructions thereto and any customary tax forms that the Exchange Agent may reasonably require in connection therewith), issue to the holder of such Certificate (or any Company Stock not represented by a Certificate) the Merger Consideration (and pay any cash in lieu of fractional shares pursuant to Section 3.01(c)) with respect to such Certificate (or any Company Stock not represented by a Certificate) so surrendered and the Certificate shall forthwith be canceled. The Exchange Agent shall deliver the Merger Consideration into which such Company Common Shares and Company Preferred Shares, as applicable, have been converted pursuant to Section 3.01(a) (after giving effect to Section 3.01(e)) and Section 3.01(b), respectively, as reflected in the Stockholder Ownership Allocation, electronically through book entry-delivery or, upon the written request of any Company Stockholder, in the form of an original stock certificate (which stock certificate for shares of Acquiror Common Stock issued in respect of Company Restricted Shares shall reflect the applicable restrictions) to the address set forth in such Company Stockholder’s Letter of Transmittal. Unless otherwise provided herein, no interest shall be paid or shall accrue on any Merger Consideration (and any cash in lieu of fractional shares pursuant to Section 3.01(c)) payable upon surrender of any Certificate (or any Company Stock not represented by a Certificate). Until so surrendered, each outstanding Certificate (or any Company Stock not represented by a Certificate) that prior to the Effective Time represented shares of Company Stock (other than for the shares to be canceled pursuant to Section 3.01(e)) shall be deemed from and after the Effective Time, Parent shall send, or shall cause the Exchange Agent to sendfor all purposes, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into evidence only the right to receive the portion of the Merger Consideration (and any cash in lieu of fractional shares pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to 3.01(c)). If after the Company (which shall specify that the delivery shall be effectedEffective Time, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates any Certificate (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09any Company Stock not represented by a Certificate) is presented to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration , it shall be entitled to receive the Merger Consideration canceled and exchanged as provided in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. No interest shall be paid or accrued on the cash payable upon the surrender or transfer of such Certificatethis Section 3.04(a). (cb) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate (or any Company Stock not represented by a Certificate) is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer transfer, and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate (or any Company Stock not represented by a Certificate) or establish to the reasonable satisfaction of the Exchange Agent that such Tax has been paid or is not payable. (dc) All Merger Consideration No dividends or other distributions declared or made after the Effective Time with respect to the Acquiror Common Stock with a record date after the Effective Time shall be paid upon to the holder of any unsurrendered Certificate (or Company Stock not represented by a Certificate) with respect to the Acquiror Common Stock issuable to such holder hereunder in consideration for the surrender of Certificates in accordance with such Certificate (or Company Stock not represented by a Certificate) until the terms hereof holder of such Certificate (or Company Stock not represented by a Certificate) shall be deemed to have been paid in full satisfaction of all rights pertaining surrender such Certificate (or Company Stock not represented by a Certificate). Subject to the shares effect of escheat, tax or other applicable Laws, following surrender of any such Certificate (or Company Common Stock formerly not represented by such Certificate and from and after the Effective Timea Certificate), there shall be no further registration paid to the holder of transfers of the certificates representing shares of Company Acquiror Common Stock on issued in exchange therefor, without interest, (i) the stock transfer books amount of the Surviving Corporation dividends or other than transfers to reflect, in accordance distributions with customary settlement procedures, trades effected prior to the Effective Time. If, a record date after the Effective TimeTime and theretofore paid with respect to such shares of Acquiror Common Stock, Certificates are presented and (ii) at the appropriate payment date, the amount of dividends or other distributions, with a record date after the Effective Time but prior to surrender and a payment date occurring after surrender, payable with respect to such whole shares of Acquiror Common Stock. (d) Any Merger Consideration remaining unclaimed by Company Stockholders three (3) 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 Surviving Corporationextent permitted by applicable Law, they shall be canceled the property of Acquiror free and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2clear of any claims or interest of any Person previously entitled thereto. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with making of an affidavit of loss and indemnity by the replacement requirements established Person claiming such Certificate to be lost, stolen or destroyed and, if required by the Company or the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary reasonable amount as the Surviving Corporation Company may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will shall issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration Certificate in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger ConsiderationAgreement.

Surrender and Payment. (a) At the Effective Time, all Shares shall automatically be cancelled and retired and shall cease to exist, and, subject to Section 2.10, each holder of a certificate formerly representing any Shares (each, a “Certificate”) shall cease to have any rights as a stockholder of the Company and shall have no rights as a stockholder of the Surviving Corporation and such Certificate shall forthwith be cancelled. (b) Prior to the Effective Time, Parent shall appoint Computershare Trust an Exchange Agent, the cost of which shall be borne fifty percent (50%) by Parent and fifty percent (50%) by the Company, N.A. (or its successor) reasonably acceptable to the Company to act as the exchange agent (or such other nationally recognized exchange agent agreed to between Exchange Agent in the parties hereto) Merger (the “Exchange Agent”) for ). Parent or the purpose of exchanging for Exchange Agent shall deduct the Merger Consideration certificates representing shares of foregoing amounts payable by the Company Common Stock (the “Certificates”); providedfrom any Additional Payments, however, that any references herein prior to “Certificates” are deemed to include references to book-entry account statements relating distribution to the ownership of shares of Company Common Stock. Prior to the Effective Time, Parent shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration Equityholders in accordance with this Agreement. Immediately Section 2.13. (c) Promptly following the Effective TimeClosing Date, (x) Parent shall deposit, or shall cause to be depositedthe Exchange Agent shall, with the Exchange Agent, for the benefit reasonable assistance of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective TimeEquityholder Representative, cash in an amount sufficient to pay the aggregate per share Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company pursuant to clause (y)) and (y) at the written request of Parent at least three (3) Business Days prior to the Closing, the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount practical after receipt of any such losses, (ii) no such investment shall have maturities customary documents that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and in any event no later than three (3) Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to send, to each record holder of shares of Company Common Stock at the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) a letter of transmittal and instructions in forms reasonably satisfactory to the Company (which shall specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.09) to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, 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 require, make an electronic book entry for the case applicable number of a book-entry transfer of shares of Company Common StockParent Merger Shares due to an Equityholder, andif any, in each case, delivery pursuant to the Exchange Agent of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to receive such Merger ConsiderationSection 2.06. No interest shall be paid or accrued shall accrue on any cash, stock or other consideration payable or issuable hereunder. Each Certificate that prior to the cash payable upon Effective Time represented shares of Common Stock or Preferred Stock (other than Dissenting Shares) shall be deemed from and after the surrender or transfer Effective Time, for all purposes, to be cancelled and any such Certificate shall not evidence any right to receive any portion of such Certificatethe applicable consideration under Section 2.06 and Section 2.12. If after the Effective Time, any Certificate is presented to the Exchange Agent, no Merger consideration shall be exchanged therefor. (cd) If any portion of the Merger Consideration applicable consideration under Section 2.06 is to be paid to a Person other than the Person in whose name is registered on the surrendered Certificate is registeredbooks and records of the Company at the Effective Time, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other Tax required as a result of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax has been paid or is not payablepayable and (ii) the Exchange Agent may require the Person or such Person’s purported representatives to furnish supporting documentation evidencing such Person’s or representative’s authority to act and/or to furnish a medallion signature guarantee. (de) All Promptly following the date of this Agreement, the Company shall deliver to each Optionholder any required notices regarding the Merger Consideration paid upon and Agreement to Exercise Option in substantially the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected form attached hereto as Exhibit E (an “Option Exercise Agreement”). Each Option that is not exercised prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they Time shall be canceled without the payment of any consideration therefor. Promptly following the receipt by the Exchange Agent of the Parent Merger Shares, the Exchange Agent shall deliver to such holder who delivered to the Company a duly completed and exchanged for executed Option Exercise Agreement prior to the Effective Time the portion of the Parent Merger Consideration as provided forShares, if any, to which such Person is entitled pursuant to Section 2.06(b) and Section 2.06(d) and in accordance with the procedures set forthParent Merger Shares Spreadsheet, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of for which Parent Merger Shares Parent will file a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect Registration Statement pursuant to such Certificate, the Exchange Agent will issue, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2Section 5.11. (f) Any portion Promptly following the date of this Agreement, the Payment Fund Company shall deliver to each Warrantholder any required notices regarding the Merger and Agreement to Exercise Warrant in substantially the form attached hereto as Exhibit F (a “Warrant Exercise Agreement”). Each Warrant that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after is not exercised prior to the Effective Time shall be canceled without the payment of any consideration therefor. Promptly following the receipt by the Exchange Agent of the Parent Merger Shares, the Exchange Agent shall deliver to such holder who delivered to the Surviving CorporationCompany a duly completed and executed Warrant Exercise Agreement prior to the Effective Time the portion of the Parent Merger Shares, if any, to which such Person is entitled pursuant to Section 2.06(b) and Section 2.06(e) and in accordance with the Parent Merger Shares Spreadsheet, for which Parent Merger Shares Parent will file a Registration Statement pursuant to Section 5.11. (g) Any portion of the Parent Merger Shares that remains unclaimed six (6) months or more after the Effective Time (or, in the case of any payment of Additional Payments, six (6) months or more after the first payment of such amounts) shall be returned to the Equityholder Representative, upon demand, and any such holder who has not exchanged shares Equityholder shall look only to the Exchange Agent and the Equityholder Representative for payment of Company Common Stock for the Merger Consideration applicable consideration under Section 2.06; provided, that any funds payable from the Equityholder Representative Expense Fund shall be held and distributed to the Persons entitled thereto in accordance with the terms of this Agreement at the respective times and subject to the contingencies specified herein and therein. (h) Any portion of the applicable consideration under Section 2.04 prior 2.06 made available to that time the Exchange Agent in respect of any Dissenting Shares shall thereafter look only be returned to Parent, upon demand. (i) Notwithstanding anything to the contrary contained here, Parent and the Surviving Corporation and their Affiliates shall not be liable to any holder of Certificates for any amounts paid to a public official pursuant to applicable abandoned property, escheat or similar Laws. Any amounts remaining unclaimed by any Equityholder two (2) years after the Effective Time (or, in the case of Additional Payments, if any, two (2) years after the first payment of such amounts) (or such earlier date, immediately prior to such time when the Merger Considerationamounts 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. The Exchange Agent shall deliver any such funds to Parent within fifteen (15) Business Days after the applicable two (2)-year anniversary by wire transfer or immediately available funds.

Surrender and Payment. (a) Prior to the Effective Time, Parent Seagull shall appoint Computershare Trust Company, N.A. (or its successor) as the exchange an agent (or such other nationally recognized exchange agent agreed reasonably acceptable to between the parties hereto) OEI (the “"Exchange Agent”") for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Certificates formerly representing OEI Common Stock. Prior At or prior to the Effective Time, Parent Seagull shall enter into an exchange agent agreement, in form and substance reasonably acceptable to the Company, with such Exchange Agent for the payment of the Merger Consideration in accordance with this Agreement. Immediately following the Effective Time, (x) Parent shall deposit, or shall cause to be deposited, deposit with the Exchange Agent, Agent for the benefit of the holders of shares OEI Common Stock, for exchange in accordance with this Section 3.2 through the Exchange Agent, (i) as of Company Common Stock issued and outstanding immediately prior to the Effective Time, cash in an amount sufficient to pay certificates representing the aggregate per share Common Stock Merger Consideration (less the amount of cash directed by Parent to be deposited by the Company issued pursuant to clause (y)Section 3.1(a) and (yii) at from time to time as necessary, cash to be paid in lieu of fractional shares pursuant to Section 3.4 (such certificates for the written request Common Stock Merger Consideration and such cash being hereinafter referred to as the "Exchange Fund"). The Exchange Agent shall, pursuant to irrevocable instructions, deliver the Common Stock Merger Consideration and cash in exchange for surrendered Common Stock Certificates formerly representing OEI Common Stock pursuant to Section 3.1 out of Parent at least three (3) Business Days prior to the ClosingExchange Fund. Except as contemplated by Section 3.2(f), the Company shall deposit, or shall cause to be deposited, with the Exchange Agent, for the benefit of the holders of shares of Company Common Stock issued and outstanding immediately prior to the Effective Time an amount in cash as specified by Parent in such written notice in an amount not to exceed the Company’s then-available cash on hand (the “Payment Fund”). To the extent, following the deposits contemplated by the preceding clauses (x) and (y), such fund diminishes for any reason below the level required to make prompt payment of the Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is, at all times, maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, and following any losses Parent shall (or shall cause the Surviving Corporation to) promptly provide additional funds to the Exchange Agent in the amount of any such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, including those of the Exchange Agent, in connection with the exchange of shares of Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (b) Promptly after the Effective Time, and but in any event no not later than three (3) Business Days after the Effective Timefive business days thereafter, Parent shall Seagull will send, or shall will cause the Exchange Agent to send, to each record holder of shares of Company a Common Stock at Certificate or Certificates that immediately prior to the Effective Time whose shares were converted into the right to receive the Merger Consideration pursuant to Section 2.03(a) represented outstanding OEI Common Stock a letter of transmittal and instructions for use in forms reasonably satisfactory to effecting the Company (which shall specify that exchange of such Common Stock Certificates for certificates representing the delivery shall be effectedCommon Stock Merger Consideration and, and risk of loss and title shall passif applicable, only upon proper delivery or transfer of the Certificates (or affidavits of loss cash in lieu of fractional shares. Provision also shall be made for holders of Common Stock Certificates to procure in person immediately after the Effective Time a letter of transmittal and instructions and to deliver in person immediately after the Effective Time such letter of transmittal and Common Stock Certificates pursuant to Section 2.09in exchange for the Common Stock Merger Consideration and, if applicable, cash. (c) After the Effective Time, Common Stock Certificates shall represent the right, upon surrender thereof to the Exchange Agent) for use in such exchange. Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate, within two (2) Business Days, upon (i) surrender to the Exchange Agent of a Certificate, together with a duly executed and properly completed and validly executed letter of transmittaltransmittal relating thereto, or (ii) receipt to receive in exchange therefor that number 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 whole shares of Company Seagull Common Stock, and, in each caseif applicable, delivery cash that such holder has the right to receive pursuant to Sections 3.1 and 3.4 after giving effect to any required tax withholding, and the Exchange Agent Common Stock Certificate or Certificates so surrendered shall be canceled. No interest will be paid or will accrue on any cash amount payable upon the surrender of any such other documents as may reasonably be requested by the Exchange AgentCommon Stock Certificates. Until so surrendered or transferredsurrendered, each such Common Stock Certificate shall represent shall, after the Effective Time Time, represent for all purposes only the right to receive receive, upon such Merger Consideration. No interest shall be paid or accrued on the surrender, Seagull Common Stock and, if applicable, cash payable upon the surrender or transfer of such Certificateas contemplated by this Article III. (cd) If any portion shares of the Merger Consideration is Seagull Common Stock are to be issued and/or cash to be paid to a Person other than the Person registered holder of the Common Stock Certificate or Certificates surrendered in whose name the surrendered Certificate is registeredexchange therefor, it shall be a condition to such payment issuance that (i) either such the Common Stock Certificate or Certificates so surrendered shall be properly endorsed or shall otherwise be in proper form for transfer and (ii) that the Person requesting such payment issuance shall pay to the Exchange Agent any transfer or other Tax taxes required as a result of such payment issuance to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Exchange Agent that such Tax tax has been paid or is not payableapplicable. 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 governmental or political subdivision or any agency or instrumentality thereof. (d) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such Certificate and from and after the Effective Time, there shall be no further registration of transfers of shares of Company Common Stock on the stock transfer books of the Surviving Corporation other than transfers to reflect, in accordance with customary settlement procedures, trades effected prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (e) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim 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 be paid in respect of the shares of Company Common Stock formerly represented by such Certificate, as contemplated under this Article 2. (f) Any portion of the Payment Fund that remains unclaimed by the holders of shares of Company Common Stock twelve (12) months after the Effective Time shall be delivered to the Surviving Corporation, upon demand, and any such holder who has not exchanged shares of Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to that time shall thereafter look only to Parent and the Surviving Corporation for payment of the Merger Consideration.