Common use of Payment for Shares Clause in Contracts

Payment for Shares. (a) Prior to the Effective Time, the Company shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fund.

Payment for Shares. Subject to ------------------------------------------------------------------ the provisions hereof, this Warrant may be exercised by the holder hereof, in whole or in part, by the surrender of this Warrant, together with a completed exercise agreement in the form attached hereto (a) Prior the "Exercise Agreement"), to the Effective TimeCompany during normal business hours on any business day at the Company's principal executive offices (or such other office or agency of the Company as it may designate by notice to the holder hereof), and upon (i) payment to the Company in cash, by certified or offi-cial bank check or by wire transfer for the account of the Company of the Exercise Price for the Warrant Shares specified in the Exercise Agreement or (ii) on or after ninety (90) days following the date on which this Warrant is issued, if the resale of the Warrant Shares by the holder is not then registered pursuant to an effective registration statement under the Securities Act of 1933, as amended (the "Securities Act"), delivery to the Company of a written notice of an election to effect a "Cashless Exercise" (as defined in Section 11(c) below) for the Warrant Shares specified in the Exercise Agreement. The Warrant Shares so purchased shall be deemed to be issued to the holder hereof or such holder's designee, as the record owner of such shares, as of the close of business on the date on which this Warrant shall have been surrendered, the completed Exercise Agreement shall have been deliv-ered, and payment shall have been made for such shares as set forth above. Certifi-cates for the Warrant Shares xx xurchased, representing the aggregate number of shares specified in the Exercise Agreement, shall be delivered to the holder hereof within a reasonable time, not exceeding three (3) business days, after this Warrant shall have been so exercised. The certificates so delivered shall be in such denominations as may be requested by the holder hereof and shall be registered in the name of such holder or such other name as shall be designated by such holder. If this Warrant shall have been exercised only in part, then, unless this Warrant has expired, the Company shall, at its expense, at the time of delivery of such certificates, deliver to the holder a new Warrant representing the number of shares with respect to which this Warrant shall designate a bank not then have been exercised. In addition to all other available remedies at law or trust company reasonably acceptable in equity, if the Company fails to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be deliver certificates for the benefit Warrant Shares within three (3) business days after this Warrant is exercised, then the Company shall pay to the holder in cash or, at the option of the stockholders holder, in shares of Common Stock valued at the Company) with the Paying Agent Exercise Price, an amount (the “Payment Fund”"Default Amount") equal to 2% of the number of Warrant Shares that the holder is entitled to multiplied by the Market Price for each day that the Company fails to deliver certificates for the Warrant Shares. For example, if the holder is entitled to 100,000 Warrant Shares and the Market Price is $2.00, then the Company shall pay to the holder $4,000 for each day that the Company fails to deliver certificates for the Warrant Shares. The Default Amount shall be paid to the holder by the fifth day of the month following the month in which it has accrued. Notwithstanding anything in this Warrant to the contrary, in no event shall the holder of this Warrant be entitled to exercise a number of Warrants (or portions thereof) in immediately available funds equal to excess of the number of Warrants (or portions thereof) upon exercise of which the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately prior to shares of Common Stock beneficially owned by the Effective Time holder and its affiliates (other than Shares held by any Subsidiary shares of Common Stock which may be deemed beneficially owned through the ownership of the Company) plus (B) unexercised Warrants and the aggregate number unexercised or unconverted portion of any other securities of the Company’s restricted Company (including the Debentures (as defined in the Securities Purchase Agreement)) subject to a limitation on conversion or deferred stock units outstanding exercise analogous to the limitation contained herein) and (ii) the Cash Amount number of shares of Common Stock issuable upon exercise of the Warrants (or portions thereof) with respect to which the determination described herein is being made, would result in beneficial ownership by the holder and its affiliates of more than 4.9% of the outstanding shares of Common Stock. For purposes of the immediately preceding sentence, beneficial ownership shall be determined in accordance with Section 13(d) of the Securities Exchange Act of 1934, as amended, and Regulation 13D-G thereunder, except as otherwise provided in clause (yi) of the excesspreceding sentence. The holder of this Warrant may waive the limitations set forth herein by sixty-one (61) days written notice to the Company. Notwithstanding anything to the contrary contained herein, if any, the limitation on exercise of this Warrant set forth herein may not be amended without (i) the product written consent of the Cash Amount multiplied by holder hereof and the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights approval of a majority of shareholders of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or lessCompany. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fund.-

Payment for Shares. (a) Prior to the Effective Time, the Company Purchaser shall designate select and appoint a bank or trust company reasonably acceptable to Sub to act as paying agent for the holders of Shares (the “"PAYING AGENT") to receive and disburse the Merger Consideration to which holders of Shares shall become entitled pursuant to Section 2.8. At the Effective Time, Purchaser or Parent shall provide the Paying Agent with sufficient cash to allow the Merger Consideration to be paid by the Paying Agent for each Share then entitled to receive the Merger Consideration. (b) As soon as practicable after the Effective Time, Purchaser or Parent shall cause the Paying Agent to mail to each record holder of a certificate or certificates representing Shares which as of the Effective Time represents the right to receive the Merger Consideration (the "CERTIFICATES"), a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates to the Paying Agent”) and instructions for use in connection effecting the surrender of the Certificates for payment therefor. Upon surrender to the Paying Agent of a Certificate, together with such letter of transmittal duly executed and completed in accordance with the instructions thereto, and such other documents as may be requested, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger (which bank Consideration and such Certificate shall forthwith be canceled. No interest shall be paid or trust company shall agree accrued on the Merger Consideration upon the surrender of the Certificates. Until surrendered in writing to comply accordance with the provisions of this Section 1.10 applicable to it). At the ClosingSection, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust each Certificate shall be deemed for all purposes to evidence only the benefit of right to receive the stockholders of Merger Consideration (without interest thereon), and shall, subject to Section 2.9, have no other right. (c) If the CompanyMerger Consideration (or any portion thereof) with is to be delivered to a person other than the Paying Agent an amount (person in whose name the “Payment Fund”) Certificates surrendered in immediately available funds equal exchange therefor are registered, it shall be a condition to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fund.5

Payment for Shares. purchased pursuant to the Offer will in all cases be made only after timely receipt by National City Bank (the "Depositary") of (a) Prior Share Certificates or timely confirmation of the book-entry transfer of such Shares into the account maintained by the Depositary at the Depositary Trust Company (the "Book-Entry Transfer Facility"), pursuant to the Effective Timeprocedures set forth in Section 3 of the Offer to Purchase, (b) the Letter of Transmittal (or a facsimile thereof), properly completed and duly executed, with any required signature guarantees or an Agent's Message (as defined in the Offer to Purchase), in connection with a book-entry delivery, and (c) any other documents required by the Letter of Transmittal. Accordingly, payment may not be made to all tendering shareholders at the same time depending upon when certificates for or confirmations of book-entry transfer of such Shares into the Depositary's account at the Book-Entry Transfer Facility are actually received by the Depositary. If you wish to have us tender any or all of the Shares held by us for your account, please so instruct us by completing, executing, detaching and returning to us the instruction form set forth on the back page of this letter. If you authorize the tender of your Shares, all such Shares will be tendered unless otherwise specified on the back page of this letter. An envelope to return your instructions to us is enclosed. YOUR INSTRUCTIONS SHOULD BE FORWARDED TO US IN AMPLE TIME TO PERMIT US TO SUBMIT A TENDER ON YOUR BEHALF PRIOR TO THE EXPIRATION OF THE OFFER. The Offer is not being made to (nor will tenders be accepted from or on behalf of) holders of Shares residing in any jurisdiction in which the making of the Offer or the acceptance thereof would not be in compliance with the securities, blue sky or other laws of such jurisdiction. However, the Company shall designate a bank or trust company reasonably acceptable may, in its discretion, take such action as it may deem necessary to Sub make the Offer in any jurisdiction and extend the Offer to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares in such jurisdiction. In any jurisdiction where the securities, blue sky or other laws require the ability Offer to be made by a licensed broker or dealer, the Offer is being made on behalf of the Paying Agent to make timely payments as required hereby), in direct obligations Company by one or more registered brokers or dealers that are licensed under the laws of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fundjurisdiction.

Payment for Shares. (a) Prior Upon delivery to the Effective Time, the Company shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product a Letter of (i) the sum of (A) the aggregate number Transmittal by any Record Holder of Shares outstanding represented by Certificates (other than Excluded Shares), duly completed and signed in accordance with its instructions, and surrender of the Certificates (or affidavits of loss in lieu thereof as provided in Section 4.2(h)) that immediately prior to the Effective Time represented such Shares (or affidavits of loss in lieu thereof as provided in Section 4.2(h)), such Record Holder shall be entitled to receive the Per Share Closing Consideration in respect of such Shares, and the Certificate so surrendered shall forthwith be cancelled. Notwithstanding anything to the contrary in this Agreement, no Record Holder of a Book Entry Share shall be required to deliver a Certificate to the Paying Agent to receive the Per Share Closing Consideration in respect of such Shares, but such Record Holder shall be required to deliver a Letter of Transmittal and, upon receipt by the Paying Agent of such Letter of Transmittal duly completed and signed in accordance with its instructions, Parent shall cause the Paying Agent to pay and deliver as promptly as reasonably practicable after the Effective Time, the Per Share Closing Consideration in respect of each Book Entry Share of such holder, and such Book Entry Shares shall forthwith be cancelled. In the event of a transfer of ownership of Shares that is not registered in the transfer records of the Company, a check for any cash to be delivered upon compliance with the procedures described above may be issued to the transferee if the Paying Agent receives documents reasonably required to evidence and effect such transfer and to evidence that any applicable stock transfer Taxes have been paid or that stock transfer Taxes are not applicable. All cash paid as Per Share Closing Consideration upon the surrender of Certificates or in respect of Book Entry Shares in accordance with the terms hereof shall be deemed to have been paid in full satisfaction of all rights pertaining to the applicable Shares (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excessright to receive payments, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)4.1(b)(iv)(A)(2) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required herebySection 4.1(b)(iv)(B), in direct obligations of as applicable, from the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or lessWorking Capital Escrow Fund). Any earnings with respect thereto shall No interest will be paid to the Surviving Corporation or accrued on any amount payable as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fundprovided above.

Payment for Shares. (a) Prior to the Effective Time, the Company Purchaser shall designate appoint a bank or trust company reasonably acceptable located in the City of New York having assets equal to Sub or greater than $500,000,000 to act as paying agent (the “"Paying Agent”") in connection for the payment of the Merger Consideration, and shall deposit or shall cause to be deposited with the Merger (which bank or trust company shall agree Paying Agent in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be a separate fund established for the benefit of the stockholders holders of the Company) Shares, for payment in accordance with this Article II, through the Paying Agent an amount (the “"Payment Fund”) in "), immediately available funds equal in amounts necessary to make the sum of (xpayments pursuant to Section 2.5(a) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately prior and this Section 2.6 to the Effective Time holders (other than Shares held by the Company or any Subsidiary of the CompanyCompany or Parent, Purchaser or any other subsidiary of Parent, or holders of Dissenting Shares) plus (B) the aggregate number of or shall enter into such other agreement or arrangement with respect to such payments as may be satisfactory to the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make pay the cash payments referred to in Section 1.7 Merger Consideration out of the Payment Fund. From time to time at or after the Effective Time, Parent shall take all lawful action necessary to make the appropriate cash payments, if any, to holders of Dissenting Shares. The Paying Agent shall invest portions of the Payment Fund as Parent directs in obligations of or guaranteed by the United States of America, in commercial paper obligations receiving the highest investment grade rating from both Xxxxx'x Investors Services, Inc. and Standard & Poor's Corporation, or in certificates of deposit, bank repurchase agreements or banker's acceptances of commercial banks with capital exceeding $1,000,000,000 (collectively, "Permitted Investments"); PROVIDED, HOWEVER, that the maturities of Permitted Investments shall be such as to permit the Paying Agent to make prompt payment to former holders of Shares entitled thereto as contemplated by this Section. Parent shall cause the Payment Fund to be promptly replenished to the extent of any losses incurred as a result of Permitted Investments. All earnings on Permitted Investments shall be paid to Parent. If for any reason (including losses) the Payment Fund is inadequate to pay the amounts to which holders of Shares shall be entitled under this Section 2.6, Parent shall in any event be liable for payment thereof. The Payment Fund shall not be used for any purpose except as expressly provided in this Agreement.

Payment for Shares. (a) Prior to At least three business days before the Effective Time, the Company shall Purchaser will designate a bank or trust company reasonably acceptable to Sub to act as paying agent to make payment of the aggregate consideration payable in the Merger (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately Immediately prior to the Effective Time and from time to time thereafter to the extent necessary, we will deposit or cause to be deposited with the Paying Agent, for the benefit of holders of Eligible Shares, sufficient funds necessary to pay the consideration payable in the Merger and any other amounts payable in connection with the Merger. As promptly as practicable after the Effective Time and in no event later than five business days thereafter, we will cause the Paying Agent to send to each holder of Shares (other than Excluded Shares held and Dissenting Shares) a letter of transmittal and instructions advising the shareholders how to surrender Eligible Shares represented by Share Certificates or book-entry (“FFE Book-Entry Shares”) in exchange for the consideration payable in the Merger, which is an amount per Share in cash equal to the Offer Price. The Paying Agent will pay the consideration payable in the Merger to the holders of Eligible Shares upon surrender of a Share Certificate or Book-Entry Share, together with a letter of transmittal, duly completed and validly executed in accordance with the instructions therein, and such other documents as may be required pursuant to such instructions. Interest will not be paid or accrue in respect of the consideration payable in the Merger. The Surviving Corporation will reduce the amount of any consideration payable in the Merger paid to the shareholders by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Optionsapplicable withholding taxes. The Payment Fund shall be invested by If any cash deposited with the Paying Agent is not claimed within six months following the Effective Time, such cash will be delivered to Purchaser, upon its demand, and any shareholders who have not theretofore complied with Share exchange procedures in the Merger Agreement will thereafter look only to Purchaser and/or the Surviving Corporation, which will remain responsible for the payment of their claims for the consideration payable in the Merger, without interest, less any applicable withholding taxes. Notwithstanding the foregoing, none of the Surviving Corporation, the Paying Agent, or Purchaser will be liable to any holder of Shares for any consideration payable in the Merger properly paid and delivered in respect of such Shares to a public official pursuant to abandoned property, escheat or other similar applicable law. The transmittal instructions will include instructions if the shareholder has lost a Share Certificate or if it has been stolen or destroyed. The shareholder will have to provide an affidavit to that fact and, if required by the Surviving Corporation, post a bond in a reasonable amount and upon such terms as directed may be required by the Surviving Corporation (so long as indemnity against any claim that may be made against it in respect of such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment FundShare Certificate.

Payment for Shares. (a) Prior to the Effective Time, the Company Parent shall designate a bank or trust company business entity regularly engaged in such work and which is reasonably acceptable satisfactory to Sub Americold to act as paying agent (the “Paying Agent”) in connection Agent with respect to the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it"Paying Agent"). At the ClosingEach record holder (other than Vornado, the Surviving Corporation (with funds obtained from Parent, Acquisition Co. or any other subsidiary of Vornado) of Americold Common Stock or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding Americold Preferred Stock immediately prior to the Effective Time will be entitled to receive, upon surrender to the Paying Agent of the certificates representing such shares of Americold Common Stock or Americold Preferred Stock, as the case may be (collectively, the "Certificates") for cancellation, cash in an amount equal to the product of the number of shares of Americold Common Stock or Americold Preferred Stock previously represented by the Certificates multiplied by the Common Stock Consideration or Preferred Stock Consideration, as the case may be, subject to any required withholding of taxes. At or prior to the Effective Time, the Parent shall make available to the Paying Agent sufficient funds to make all payments in amounts determined pursuant to the preceding sentence. No interest shall accrue or be paid on the cash payable upon the surrender of the Certificates. Any funds delivered or made available to the Paying Agent pursuant to this Section 3.5(a) and not exchanged for Certificates within six months after the Effective Time will be returned by the Paying Agent to the Surviving Corporation, which thereafter will act as Paying Agent, subject to the rights of holders of unsurrendered Certificates under this Section 3.5(a), and any former shareholders of the Company who have not previously exchanged their Certificates will thereafter be entitled to look only to the Surviving Corporation for payment of their claim for the consideration set forth in Section 3.1, without any interest, but will have no greater rights against the Surviving Corporation than may be accorded to general creditors thereof under applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of shares of Americold Common Stock or Americold Preferred Stock for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. As soon as practicable after the Effective Time, the Surviving Corporation will cause the Paying Agent to mail to each record holder of shares of Americold Common Stock and Americold Preferred Stock (other than Shares held by any Subsidiary the Americold Principal Shareholders) (i) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Company) plus (B) Certificates to the aggregate number of the Company’s restricted or deferred stock units outstanding Paying Agent), which letter shall be in customary form, and (ii) instructions for use in effecting the Cash Amount and (y) the excess, if any, of (i) the product surrender of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid Certificates for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fundpayment.

Payment for Shares. (a) Prior to the Effective Time, the Company shall designate a Registrar and Transfer Company or another bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fund.

Payment for Shares. From and after the Closing, Purchaser shall ensure that the paying agent appointed by Purchaser with the Company's prior reasonable approval (the "Paying Agent") has, as and when needed, amounts sufficient in the aggregate to provide all funds necessary for the Paying Agent to make payments pursuant to Section 3.1(a) hereof to (a) Prior to the Effective Time, the Company shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number holders of Shares issued and outstanding immediately prior to the Effective Time Time, and (other b) the Eligible Option Holders (as hereinafter defined). After the Effective Time, there shall be no transfers on the stock transfer books of the Surviving Corporation of shares of capital stock of the Company which were outstanding immediately prior to the Effective Time. Promptly after the Effective Time, but in any event no later than ten (10) business days after the Closing Date, the Surviving Corporation shall cause to be mailed to each person who was, at the Effective Time, a holder of record of Shares held or an Eligible Option Holder a form (mutually agreed to by any Subsidiary of Purchaser and the Company) plus of letter of transmittal and instructions for use in effecting (Bi) the aggregate number surrender of the Company’s restricted or deferred stock units outstanding certificates which, immediately prior to the Effective Time, represented any of such Shares in exchange for payment therefor, with respect to stockholders, and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (payment to the extent that such Company Stock Options have not been cancelled and paid for Eligible Option Holders of all amounts payable thereto pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options3.5. The Payment Fund shall be invested by Upon surrender to the Paying Agent as directed by of such certificates (with respect to the Surviving Corporation (so long as such directions do not impair the rights stockholders) and delivery of the holders letter of Shares or transmittal, duly executed and completed in accordance with the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7instructions thereto, the Surviving Corporation shall promptly deposit cause to be paid to each person entitled thereto (1) a check in trust the amount equal to the Merger Consideration multiplied by the number of Shares held by such person, with respect to the stockholders, and (2) with respect to an Eligible Option Holder, a check in the amount payable to such Eligible Option Holder pursuant to Section 3.5, in each case, less any required tax withholdings. No interest will be paid or will accrue on the amount payable to any person hereunder. In the case of a stockholder, if payment is to be made to a person other than the registered holder of the cerificate surrendered, it shall be a condition of such payment that the certificate so surrendered shall be properly endorsed or otherwise in proper form for transfer and that the person requesting such payment shall pay any transfer or other taxes required by reason of the payment to a person other than the registered holder of the certificate surrendered or establish to the satisfaction of the Surviving Corporation or the Paying Agent that such tax has been paid or is not applicable. Two hundred and seventy (270) days following the Effective Time, the Surviving Corporation shall be entitled to cause the Paying Agent to deliver to it any funds sufficient (including any interest received with respect thereto) made available to make the Paying Agent which have not been disbursed to holders of certificates formerly representing Shares outstanding on the Effective Time or Eligible Option Holders, as applicable, and thereafter such paymentspersons shall be entitled to look to the Surviving Corporation only as general creditors thereof with respect to the cash payable hereunder. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to any holder of certificates formerly representing Shares or any Eligible Option Holder for any amount paid to a public official pursuant to any applicable abandoned property, escheat or similar law. The Paying Agent shallSurviving Corporation shall pay all charges and expenses, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out including those of the Payment FundPaying Agent, in connection with this Section.

Payment for Shares. (a) Prior to the Effective Time, the Company Parent shall designate a bank or trust company business entity regularly engaged in such work and which is reasonably acceptable satisfactory to Sub Americold to act as paying agent (the “Paying Agent”) in connection Agent with respect to the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it"Paying Agent"). At the ClosingEach record holder (other than Vornado, the Surviving Corporation (with funds obtained from Parent, Acquisition Co. or any other subsidiary of Vornado) of Americold Common Stock or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding Americold Preferred Stock immediately prior to the Effective Time will be entitled to receive, upon surrender to the Paying Agent of the certificates representing such shares of Americold Common Stock or Americold Preferred Stock, as the case may be (collectively, the "Certificates") for cancellation, cash in an amount equal to the product of the number of shares of Americold Common Stock or Americold Preferred Stock previously represented by the Certificates multiplied by the Common Stock Consideration or Preferred Stock Consideration, as the case may be, subject to any required withholding of taxes. At or prior to the Effective Time, the Parent shall make available to the Paying Agent sufficient funds to make all payments in amounts determined pursuant to the preceding sentence. No interest shall accrue or be paid on the cash payable upon the surrender of the Certificates. Any funds delivered or made available to the Paying Agent pursuant to this Section 3.5(a) and not exchanged for Certificates within six months after the Effective Time will be returned by the Paying Agent to the 169 20 Surviving Corporation, which thereafter will act as Paying Agent, subject to the rights of holders of unsurrendered Certificates under this Section 3.5(a), and any former shareholders of the Company who have not previously exchanged their Certificates will thereafter be entitled to look only to the Surviving Corporation for payment of their claim for the consideration set forth in Section 3.1, without any interest, but will have no greater rights against the Surviving Corporation than may be accorded to general creditors thereof under applicable law. Notwithstanding the foregoing, neither the Paying Agent nor any party hereto shall be liable to a holder of shares of Americold Common Stock or Americold Preferred Stock for any cash or interest delivered to a public official pursuant to applicable abandoned property, escheat or similar laws. As soon as practicable after the Effective Time, the Surviving Corporation will cause the Paying Agent to mail to each record holder of shares of Americold Common Stock and Americold Preferred Stock (other than Shares held by any Subsidiary the Americold Principal Shareholders) (i) a form of letter of transmittal (which will specify that delivery will be effected, and risk of loss and title to the Certificates will pass, only upon proper delivery of the Company) plus (B) Certificates to the aggregate number of the Company’s restricted or deferred stock units outstanding Paying Agent), which letter shall be in customary form, and (ii) instructions for use in effecting the Cash Amount and (y) the excess, if any, of (i) the product surrender of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid Certificates for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fundpayment.

Payment for Shares. (a) Prior Pursuant to an agreement (the "Disbursing Agent Agreement") which shall provide for the matters set forth in this Section 2.9 and otherwise be on terms reasonably satisfactory to Conseco and the Company and which shall be entered into on or before the Effective Time between Conseco and a disbursing agent reasonably satisfactory to the Effective Time, the Company shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent and Conseco (the “Paying "Disbursing Agent”) in connection "), Conseco shall deposit with the Merger (which bank or trust company shall agree in writing to comply with Disbursing Agent at the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit Effective Time in trust (which trust shall be for the benefit of the stockholders shareholders of the Company) with , the Paying Agent an amount Cash Consideration (the “Payment Fund”) in immediately available funds equal funds) to the sum of (x) the product of (i) the sum of (A) the aggregate number which holders of Shares outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for shall be entitled pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options2.7. The Payment Fund Disbursing Agent shall be invested by invest portions of the Paying Agent cash deposited with it in such manner as directed by the Surviving Corporation (so long as directs; provided that all of such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), investments be in direct obligations of or guaranteed by the United States of America or any state thereof, in money market funds which are invested solely in obligations for which the full faith and credit of or guaranteed by the United States of America or any such state is pledged to provide for the payment of principal and interest, in commercial paper either rated of the highest quality A-1 by Xxxxx’x Standard & Poor's Corporation or P-1 by Xxxxx'x Investors Service, Inc. or Standard & Poor’s Corporation or certificates (collectively, "Permitted Investments"); provided, further, that the maturities of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity Permitted Investments shall be such as to permit the Disbursing Agent to make prompt payment of three months or lessthe Cash Consideration to shareholders of the Company. Any earnings with respect thereto interest or income produced by Permitted Investments shall be paid payable to the Surviving Corporation. The Surviving Corporation shall replace any monies lost through any investment made at its direction pursuant to this Section 2.9. If outstanding Certificates are not surrendered or the Cash Consideration therefor set forth in Section 2.9 hereof is not claimed prior to the one hundred twentieth (120th) day after the Closing Date, the unclaimed amounts shall be returned to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required persons entitled thereto may look only to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fundfor payment thereof.

Payment for Shares. (a) Prior to At or before the Effective Time, the Company Buyer shall, or Buyer shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closingrequire Acquisition to, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds with Mellon Investor Services LLC, or any other disbursing agent selected by Buyer that is organized under the laws of the United States or any state of the United States with capital, surplus and undivided profits of at least $100,000,000 (the "Disbursing Agent"), an amount equal to the sum of product (xrounded up or down to the nearest whole $.01, with $.005 rounded up to the nearest whole $.01) the product of (i) the sum of (A) the aggregate number of Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Shares shares then held of record by Buyer or Acquisition or any Subsidiary other direct or indirect subsidiary of Buyer or the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and ), prorated for fractional shares, times (ii) the Cash Amount and (y) Merger Consideration; less the excess, if any, of (i) amount to be held back from Xxxxxx X. Xxxxx pursuant to the product terms of the Cash Amount multiplied by Employment Agreement (such product, net of such deduction, being hereinafter referred to as the aggregate number "Fund"). Out of Shares underlying Company Stock Options that entitle the Fund, the Disbursing Agent shall, pursuant to irrevocable instructions from the holders thereof of Company Common Stock, make the payments referred to purchase such Shares at a price per share less than the Cash Amount (in Section 1.06(a) hereof, subject to the extent that requirements of paragraph (b) of this Section 1.09. At the request of the Surviving Corporation, in its sole discretion at any time, but without any obligation to make any such Company Stock Options have not been cancelled and paid for request, the Disbursing Agent also may make payments, in discharge of any obligations of the Surviving Corporation pursuant to Section 1.9(a)) over (ii) 262 of the aggregate exercise price for Delaware Law, to holders of Company Common Stock who have exercised dissenters' rights pursuant to Section 262 of the Delaware Law and have not subsequently withdrawn or lost such Company Stock Optionsrights as long as the payment from the Fund with respect to any Dissenting Share does not exceed the Merger Consideration. The Payment Disbursing Agent shall invest portions of the Fund shall be invested by the Paying Agent as directed by Buyer or the Surviving Corporation (so long directs, provided that substantially all such investments shall be held as such directions do not impair the rights of the holders of Shares cash or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of or guaranteed by the United States of America or any state thereofAmerica, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, in commercial paper either rated of obligations receiving the highest quality by Xxxxx’x rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor’s Corporation 's Corporation, or in certificates of deposit issued deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital, surplus and undivided profits exceeding $100,000,000 (collectively, "Permitted Investments"), or in money market funds which are invested solely in Permitted Investments; provided that no such investment or loss thereon shall affect the amounts payable to the Company's stockholders pursuant to this Article I. Any net profit resulting from, or interest or income produced by, or other deposit accounts ofsuch investments shall be payable to Buyer, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity shall be remitted from time to time by the Disbursing Agent upon the request of three months or lessBuyer. Any earnings with respect thereto shall amount remaining in the Fund after six months after the Effective Time may be paid refunded to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7its option; provided, however, that the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient be liable for any cash payments required to make such payments. The Paying Agent shall, be made thereafter pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out 1.06(a) hereof and Section 262 of the Payment FundDelaware Law.

Payment for Shares. (a) Prior If at any time the Company elects or is required to the Effective Timepurchase any Shares pursuant to Section 5, the Company shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (pay the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be purchase price for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of Shares it purchases (i) first, by the sum cancellation of (A) any indebtedness, if any, owing from the aggregate number of Shares outstanding immediately prior Participant to the Effective Time Company or any of its Subsidiaries (other than Shares held which indebtedness shall be applied pro rata against the proceeds receivable by any Subsidiary each member of the CompanyParticipant Group receiving consideration in such repurchase) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) then, by the Cash Amount and (y) Company’s delivery of a check or wire transfer of immediately available funds for the excessremainder of the purchase price, if any, against delivery of the certificates or other instruments representing the Shares so purchased, duly endorsed; provided that if any of the conditions set forth in Section 6(a) exists which prohibits such cash payment (either directly or indirectly as a result of the prohibition of a related cash dividend or distribution), the portion of the cash payment so prohibited may be made, to the extent such payment is not prohibited, by the Company’s delivery of a junior subordinated promissory note (which shall be subordinated and subject in right of payment to the prior payment of any debt outstanding under the Senior Financing Agreements and any modifications, renewals, extensions, replacements and refunding of all such indebtedness) of the Company (a “Junior Subordinated Note”) in a principal amount equal to the balance of the purchase price, payable (x) in the event of a termination of employment referenced in Section 5(b)(i)(A) or (C), within ten days after the conditions set forth in Section 6(a) no longer exist, but maturing in all events not later than the fifth anniversary of the date of issuance thereof, or (y) in the event of a termination of employment referenced in Section 5(b)(i)(B), on the fifth anniversary of the issuance thereof, and bearing interest payable (and compounded to the extent not so paid) as of the last day of each calendar quarter at the prime rate as reported from time to time in The Wall Street Journal (electronic edition), less two hundred basis points, and all such accrued and unpaid interest payable on the date of the payment of principal (or, if applicable, the last installment of principal), with payments to be applied in the order of: first to any enforcement costs incurred by the Participant or the Participant Group, second to interest and third to principal. Subject to the conditions on payment under Section 6(a), the Company shall use its best efforts to repurchase Shares pursuant to Section 5(a), Section 5(b)(i)(A) or (C) with cash and/or to prepay any Junior Subordinated Notes issued in connection with a repurchase of Shares pursuant to Section 5(a), Section 5(b)(i)(A) or (C). The Company shall have the right set forth in clause (i) the product of the Cash Amount multiplied by first sentence of this Section 6(b) whether or not the aggregate number member of the Participant Group selling such Shares is an obligor of the Company. Any Junior Subordinated Note (including interest accrued thereon) shall become immediately payable upon a Change of Control from net cash proceeds, if any, payable to the Company or its Shareholders, in priority over any payments to Shareholders; provided, to the extent that sufficient net cash proceeds are not so payable, the Junior Subordinated Note shall be cancelled in exchange for such other non-cash consideration distributable to Shareholders in the Change of Control, in priority over such distributions of non-cash consideration distributable to Shareholders, having a Fair Market Value equal to the principal of and accrued interest on the Junior Subordinated Note. Any Junior Subordinated Note (including interest accrued thereon) also shall become immediately payable upon the consummation of an initial Public Offering, in priority over any proceeds receivable upon a sale or redemption of Shares underlying (or shares received upon the redemption or conversion of Shares) of Shareholders in connection with such initial Public Offering. The principal of and accrued interest on any such Junior Subordinated Note issued following an election under Section 5(a)(i)(B) may be prepaid in whole or in part at any time at the option of the Company Stock Options (it being understood that entitle the holders thereof principal and interest on such Junior Subordinated Note issued following an election under Section 5(a)(i), other than Section 5(a)(i)(B), shall be paid within ten days after the restrictions under Section 6(a) no longer exist). To the extent that the Company is prohibited from paying accrued interest, that is required to purchase be paid on any Junior Subordinated Note prior to maturity, due to the existence of any of the conditions set forth in Section 6(a)(i) or (ii), such Shares at a price per share less than the Cash Amount (interest shall be cumulated, compounded calendar quarterly, and accrued until and to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for prohibition no longer exists, at which time such Company Stock Options. The Payment Fund accrued interest shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fundimmediately paid.

Payment for Shares. (a) Prior to At or before the Effective Time, the Company shall designate a bank Buyer or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent Buyer Subsidiary shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds with Bank One, Dallas, Texas ("Bank One"), or any other disbursing agent that is selected by Buyer and reasonably satisfactory to Northstar (the "Disbursing Agent"), an amount equal to the sum of the following: (xi) the product of (i) the sum of (A) the aggregate number of Shares of Northstar Stock issued and outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excessrecord, if any, of by Buyer or Buyer Subsidiary), prorated for fractional shares, times the Merger Consideration; (iii) for each Stock Option other than the Oxxxxxxxxx Options, the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company of Northstar Stock subject to such Stock Option immediately prior to the Effective Time times the difference between the Merger Consideration and the per share exercise price of such Stock Option immediately prior to the Effective Time (the "Stock Option Exercise Price") (the aggregate of such amounts being hereafter referred to as the "Fund"); and (iii) 33.33% of the Bonus Fund contemplated by Section 5.9 hereof. Out of the Fund, the Disbursing Agent shall, pursuant to irrevocable instructions from the holders of Northstar Stock with respect to payment referred to in Section 1.6(a), pursuant to irrevocable instructions from the holders of Stock Options that entitle the holders thereof with respect to purchase such Shares at a price per share less than the Cash Amount (payment referred to the extent that such Company Stock Options have not been cancelled and paid for in Section 1.6(d), pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by irrevocable instructions from the Surviving Corporation with respect to payments referred to in Section 1.7 and pursuant to the provisions of Section 5.9, make the payments referred to in Sections 1.6(a), 1.6(d), 1.7 and 5.9 hereof, subject to the requirements of paragraphs (so long as such directions do not impair the rights b), (d) and (e) of this Section 1.8. The Disbursing Agent may invest portions of the holders of Shares or Fund as the ability of the Paying Agent to make timely payments as required hereby)Surviving Corporation directs, provided that substantially all such investments shall be in direct obligations of or guaranteed by the United States of America or any state thereofAmerica, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, in commercial paper either rated of obligations receiving the highest quality by Xxxxx’x rating from either Mxxxx'x Investors Service, Inc. or Standard & Poor’s Corporation 's Corporation, or in certificates of deposit issued deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital exceeding $100,000,000 (collectively, "Permitted Investments"), or in money market funds which are invested solely in Permitted Investments. Any net profit resulting from, or interest or income produced by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or lesssuch investments shall be payable to the Surviving Corporation. Any earnings with respect thereto shall amount remaining in the Fund one (1) year to the day after the Effective Time may be paid refunded to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7its option; provided, however, that the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient be liable for any cash payments required to make such payments. The Paying Agent shall, be made thereafter pursuant to irrevocable instructionsSections 1.6(a) and 1.7 hereof, make the cash payments referred to in this paragraph (a) of this Section 1.7 out 1.8 and paragraph (e) of the Payment Fundthis Section 1.8.

Payment for Shares. (a) Prior to At or before the Effective Time, the Company Buyer shall, or Buyer shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closingrequire Acquisition to, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds with Mellon Investor Services LLC, or any other disbursing agent selected by Buyer that is organized under the laws of the United States or any state of the United States with capital, surplus and undivided profits of at least $100,000,000 (the “Disbursing Agent”), an amount equal to the sum of product (xrounded up or down to the nearest whole $.01, with $.005 rounded up to the nearest whole $.01) the product of (i) the sum of (A) the aggregate number of Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Shares shares then held of record by Buyer or Acquisition or any Subsidiary other direct or indirect subsidiary of Buyer or the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and ), prorated for fractional shares, times (ii) the Cash Amount and (y) Merger Consideration; less the excess, if any, of (i) amount to be held back from Sxxxxx X. Xxxxx pursuant to the product terms of the Cash Amount multiplied by Employment Agreement (such product, net of such deduction, being hereinafter referred to as the aggregate number “Fund”). Out of Shares underlying Company Stock Options that entitle the Fund, the Disbursing Agent shall, pursuant to irrevocable instructions from the holders thereof of Company Common Stock, make the payments referred to purchase such Shares at a price per share less than the Cash Amount (in Section 1.06(a) hereof, subject to the extent that requirements of paragraph (b) of this Section 1.09. At the request of the Surviving Corporation, in its sole discretion at any time, but without any obligation to make any such Company Stock Options have not been cancelled and paid for request, the Disbursing Agent also may make payments, in discharge of any obligations of the Surviving Corporation pursuant to Section 1.9(a)) over (ii) 262 of the aggregate exercise price for Delaware Law, to holders of Company Common Stock who have exercised dissenters’ rights pursuant to Section 262 of the Delaware Law and have not subsequently withdrawn or lost such Company Stock Optionsrights as long as the payment from the Fund with respect to any Dissenting Share does not exceed the Merger Consideration. The Payment Disbursing Agent shall invest portions of the Fund shall be invested by the Paying Agent as directed by Buyer or the Surviving Corporation (so long directs, provided that substantially all such investments shall be held as such directions do not impair the rights of the holders of Shares cash or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of or guaranteed by the United States of America or any state thereofAmerica, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, in commercial paper either rated of obligations receiving the highest quality by Xxxxx’x rating from either Mxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation Corporation, or in certificates of deposit issued deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital, surplus and undivided profits exceeding $100,000,000 (collectively, “Permitted Investments”), or in money market funds which are invested solely in Permitted Investments; provided that no such investment or loss thereon shall affect the amounts payable to the Company’s stockholders pursuant to this Article I. Any net profit resulting from, or interest or income produced by, or other deposit accounts ofsuch investments shall be payable to Buyer, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity shall be remitted from time to time by the Disbursing Agent upon the request of three months or lessBuyer. Any earnings with respect thereto shall amount remaining in the Fund after six months after the Effective Time may be paid refunded to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7its option; provided, however, that the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient be liable for any cash payments required to make such payments. The Paying Agent shall, be made thereafter pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out 1.06(a) hereof and Section 262 of the Payment FundDelaware Law.

Payment for Shares. (a) Prior Immediately prior to or at the Effective Time, the Company shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions time of this Section 1.10 applicable to it). At the Closing, Parent shall, or shall cause the Surviving Corporation Merger Sub to, and the Merger Sub shall, irrevocably deposit or cause to be deposited with American Stock Transfer & Trust Company or a similar institution acceptable to both the Parent and the Company (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be the "Disbursing Agent"), as agent for the benefit holders of Shares, cash in the stockholders of the Company) with the Paying Agent an aggregate amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares issued and outstanding immediately prior to the Effective Time (other than the Shares held owned by Merger Sub, Parent, any Subsidiary of Parent's subsidiaries or any subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and Merger Consideration (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a"Aggregate Merger Consideration")) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Disbursing Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out 4.2(b). Pending distribution pursuant to Section 4.2(b) hereof of the Payment Fundcash deposited with the Disbursing Agent, such cash shall be held in trust for the benefit of the holders of the Company's Shares and the funds shall not be used for any other purposes, and the Merger Sub and Surviving Corporation may direct the Disbursing Agent to invest such cash, provided that such investments: (i) shall be obligations of or guaranteed by the United States of America, commercial paper obligations receiving the highest rating from either Xxxxx'x Investors Services, Inc. or Standard & Poor's Corporation, or certificates of deposit, bank repurchase agreements or bankers acceptances of domestic commercial banks with capital exceeding $250,000,000 (collectively "Permitted Investments") or money market funds that are invested solely in Permitted Investments; and (ii) shall have maturities that will not prevent or delay payments to be made pursuant to Section 4.2(b) hereof. Each holder of a certificate or certificates representing Shares cancelled at the Effective Time pursuant to Section 4.1(a) hereof may thereafter surrender such certificate or certificates to the Disbursing Agent, as agent for such holder of Shares, which shall effect the exchange of such certificate or certificates on such holder's behalf for a period ending six months after the Effective Time. Any interest and other income resulting from such investments shall be paid to the Surviving Corporation.

Payment for Shares. As soon as practicable after the date hereof (abut in no event more than ten (10) Prior days after the date hereof), the Company, Parent and the Sellers Representative shall provide any required “know your customer” information to the Effective TimePaying Agent and enter into the Paying Agent Agreement with the Paying Agent. Within five (5) Business Days after the execution of the Paying Agent Agreement, the Company shall designate cause the Paying Agent to mail to each Stockholder (other than holders of Excluded Shares) a bank or trust company reasonably acceptable to Sub to act letter of transmittal in the form attached hereto as paying agent Exhibit A (the “Letter of Transmittal”) (which shall specify that delivery of the consideration payable in respect of the Shares shall be effected, and risk of loss and title to such Shares shall pass, only upon proper delivery to the Paying Agent of a properly executed and completed Letter of Transmittal). Shares (other than Excluded Shares) which are surrendered on or prior to the fifth (5th) Business Day prior to the Closing Date by delivery to the Paying Agent of a properly executed and completed Letter of Transmittal for such Shares shall be cancelled, and each holder of such surrendered Shares shall be entitled to receive, on the Closing Date, in accordance with the instructions provided by such holder in the Letter of Transmittal, in exchange for such surrendered Shares, an amount in cash, in immediately available funds and without any interest thereon from the Paying Agent”, equal to the product of (A) the number of such surrendered Shares held by such Stockholder multiplied by (B) the applicable Per Share Closing Merger Consideration with respect to each such Share. Any Stockholder who has not delivered a duly executed and completed Letter of Transmittal on or prior to the fifth (5th) Business Day prior to the Closing Date shall, upon delivery to the Paying Agent of a properly executed and completed Letter of Transmittal for Shares owned by such Stockholder, be entitled to receive, within five (5) Business Days of the delivery of such Letter of Transmittal, in connection accordance with the instructions provided by such holder in the Letter of Transmittal, in exchange for such surrendered Shares, an amount in cash, in immediately available funds and without any interest thereon from the Paying Agent, equal to the product of (A) the number of such surrendered Shares held by such Stockholder multiplied by (B) the applicable Per Share Closing Merger Consideration plus any Additional Per Share Merger Consideration that has become payable with respect to each such Share. If a Dissenting Stockholder shall fail to perfect or otherwise shall waive, withdraw or lose the right to appraisal under Section 262 of the DGCL or a court of competent jurisdiction shall determine that such Dissenting Stockholder is not entitled to the relief provided by Section 262 of the DGCL with respect to any Dissenting Shares, such Shares shall cease to be Excluded Shares and shall be surrendered upon delivery to the Paying Agent of a properly executed and completed Letter of Transmittal for such Shares, such Shares shall be cancelled, and each holder of such surrendered Shares shall be entitled to receive, within five (which bank 5) Business Days of the delivery of such Letter of Transmittal, in accordance with the instructions provided by such holder in the Letter of Transmittal, in exchange for such surrendered Shares, an amount in cash, in immediately available funds and without any interest thereon, from the Paying Agent, equal to the product of (A) the number of such surrendered Shares held by such Stockholder multiplied by (B) the applicable Per Share Closing Merger Consideration plus any Additional Per Share Merger Consideration that has become payable with respect to each such Share. No interest will be paid or trust company shall agree accrued on any amount payable as Per Share Closing Merger Consideration or Additional Per Share Merger Consideration. Until surrendered in writing to comply accordance with the provisions of this Section 1.10 SECTION 2.2(a), each Share (other than Excluded Shares) shall represent for all purposes only the right to receive, as provided by this Agreement and without any interest thereon, the applicable Per Share Closing Merger Consideration with respect to it)each such Share and any Additional Per Share Merger Consideration, and shall have no other rights. At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of any time following (i) as relates to the sum Per Share Closing Merger Consideration, the six (6) month anniversary of (A) the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) as relates to any Additional Per Share Merger Consideration, the Cash Amount and six (y6) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability month anniversary of the Paying Agent to make timely payments as required hereby), in direct obligations Agent’s receipt of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto shall be paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7Additional Per Share Merger Consideration, the Surviving Corporation shall promptly deposit in trust with be entitled to require the Paying Agent to deliver to it any funds sufficient which had been made available to make such payments. The the Paying Agent shalland not disbursed to holders of Shares (including all interest and income received by the Paying Agent in respect of all funds made available to it), and thereafter, such holders shall be entitled to look to the Surviving Corporation (subject to abandoned property, escheat and other similar Laws) only as general creditors thereof with respect to the Per Share Closing Merger Consideration and Additional Per Share Merger Consideration that may be payable upon due delivery to the Surviving Corporation of a properly executed and completed Letter of Transmittal for Shares owned by such holders. Notwithstanding anything to the contrary contained herein, no Party or other Person shall be liable to any former holder of Shares for any amount properly delivered to a public official pursuant to irrevocable instructionsapplicable abandoned property, make the cash payments referred to in Section 1.7 out of the Payment Fundescheat or similar Laws.

Payment for Shares. (a) Prior to At or before the Effective Time, the Company shall designate a bank Buyer or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent Buyer Subsidiary shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds with Bank One, Dallas, Texas ("Bank One"), or any other disbursing agent that is selected by Buyer and reasonably satisfactory to Northstar (the "Disbursing Agent"), an amount equal to the sum of the following: (xi) the product of (i) the sum of (A) the aggregate number of Shares of Northstar Stock issued and outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excessrecord, if any, of by Buyer or Buyer Subsidiary), prorated for fractional shares, times the Merger Consideration; (iii) for each Stock Option other than the Xxxxxxxxxx Options, the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company of Northstar Stock subject to such Stock Option immediately prior to the Effective Time times the difference between the Merger Consideration and the per share exercise price of such Stock Option immediately prior to the Effective Time (the "Stock Option Exercise Price") (the aggregate of such amounts being hereafter referred to as the "Fund"); and (iii) 33.33% of the Bonus Fund contemplated by Section 5.9 hereof. Out of the Fund, the Disbursing Agent shall, pursuant to irrevocable instructions from the holders of Northstar Stock with respect to payment referred to in Section 1.6(a), pursuant to irrevocable instructions from the holders of Stock Options that entitle the holders thereof with respect to purchase such Shares at a price per share less than the Cash Amount (payment referred to the extent that such Company Stock Options have not been cancelled and paid for in Section 1.6(d), pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options. The Payment Fund shall be invested by the Paying Agent as directed by irrevocable instructions from the Surviving Corporation with respect to payments referred to in Section 1.7 and pursuant to the provisions of Section 5.9, make the payments referred to in Sections 1.6(a), 1.6(d), 1.7 and 5.9 hereof, subject to the requirements of paragraphs (so long as such directions do not impair the rights b), (d) and (e) of this Section 1.8. The Disbursing Agent may invest portions of the holders of Shares or Fund as the ability of the Paying Agent to make timely payments as required hereby)Surviving Corporation directs, provided that substantially all such investments shall be in direct obligations of or guaranteed by the United States of America or any state thereofAmerica, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, in commercial paper either rated of obligations receiving the highest quality by Xxxxx’x rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor’s Corporation 's Corporation, or in certificates of deposit issued deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital exceeding $100,000,000 (collectively, "Permitted Investments"), or in money market funds which are invested solely in Permitted Investments. Any net profit resulting from, or interest or income produced by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or lesssuch investments shall be payable to the Surviving Corporation. Any earnings with respect thereto shall amount remaining in the Fund one (1) year to the day after the Effective Time may be paid refunded to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7its option; PROVIDED, however, that the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient be liable for any cash payments required to make such payments. The Paying Agent shall, be made thereafter pursuant to irrevocable instructionsSections 1.6(a) and 1.7 hereof, make the cash payments referred to in this paragraph (a) of this Section 1.7 out 1.8 and paragraph (e) of the Payment Fundthis Section 1.8.

Payment for Shares. (a) Prior FNB and Sequoia agree that Wells Fargo Bank, National Association, or another bank or trust compaxx xxreafter designated by Sequoia and approved by FNB shall act as the paying agent for the Consolidation (the "Paying Agent"). Contemporaneous with execution and delivery of the Consolidation Agreement, FNB, the Interim National Bank, Sequoia and the Paying Agent shall enter into an agreement, substantially in the form attached hereto as Exhibit B (the "Paying Agent Agreement"), providing for the rights, duties and obligations of the Paying Agent in relation to this Agreement. At the Effective Time, in accordance with Section 1.9(a), FNB shall cause the Company shall designate a bank or trust company reasonably acceptable Closing Payment Amount, less the sum of $1,500,000, to Sub be delivered to act as paying agent the Paying Agent for deposit into an account (the “"Payment Fund") to be established, administered and disbursed by the Paying Agent”Agent (together with any other funds delivered to the Paying Agent for deposit into the Payment Fund pursuant to Section 1.12 below and the "Escrow Agent Agreement" defined therein) in connection with the Merger (which bank or trust company shall agree in writing to comply accordance with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount Agreement. The Paying Agent Agreement shall require the Paying Agent to establish a sub-account of the Payment Fund, as necessary (the “Payment Fund”"Dissenting Shares Account") to hold, administer and disburse the funds payable to dissenting shareholders (if any) as described in immediately available funds equal Section 1.10 above. Pursuant to the sum provisions of (x) the product of (i) Paying Agent Agreement, the sum of (A) Paying Agent shall make payments from the aggregate number of Shares outstanding immediately prior Payment Fund to the Effective Time Sequoia optionees and shareholders, as required by Sections 1.8 and 1.9 (other than against surrender to the Paying Agent of Sequoia stock option agreements or stock certificates for cancellation) and shall make payments from the Dissenting Shares held by any Subsidiary of Account to the Company) plus holders (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any) of Dissenting Shares, of (i) the product of the Cash Amount multiplied as required by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (to the extent that such Company Stock Options have not been cancelled and paid for pursuant to Section 1.9(a)) over (ii) the aggregate exercise price for such Company Stock Options1.10. The Payment Fund shall may be invested by the Paying Agent Agent, as directed will be authorized by the Surviving Corporation (so long as such directions do not impair the rights of the holders of Shares or the ability of the Paying Agent to make timely payments as required hereby)Agreement, in direct obligations of the United States of America or and any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any net earnings with respect thereto shall be applied or paid to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit provided in trust with the Paying Agent funds sufficient to make such payments. The Agreement; provided, however, that the fees and expenses of the Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 shall be paid out of the funds held in the Payment Fund, including any net earnings with respect to such funds.

Payment for Shares. (a) Prior to At or before the Effective Time, the Company shall designate a bank Buyer or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent Acquisition shall deposit in trust (which trust shall be for the benefit of the stockholders of the Company) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds with Norwest Bank Minnesota, N.A., or any other disbursing agent selected by Buyer that is organized under the laws of the United States or any state of the United States with capital, surplus and undivided profits of at least $500,000,000 (the "Disbursing Agent"), an amount equal to the sum (rounded up or down to the nearest whole $.01, with $.005 rounded up to the nearest whole $.01) of (xA) the product of (i) the sum of (A) the aggregate number of Shares shares of Company Common Stock issued and outstanding immediately prior to the Effective Time (other than Shares shares then held of record by Buyer or Acquisition or any Subsidiary other direct or indirect subsidiary of Buyer or the Company), pro-rated for fractional shares, times (ii) plus the Common Stock Merger Consideration and (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, product of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying shares of Company Preferred Stock Options that entitle the holders thereof to purchase such Shares at a price per share less than the Cash Amount (issued and outstanding immediately prior to the extent that such Company Stock Options have not been cancelled and paid Effective Time (other than shares then held of record by Buyer or Acquisition or any other direct or indirect subsidiary of Buyer or the Company), pro-rated for pursuant to Section 1.9(a)) over fractional shares, times (ii) the aggregate exercise price for Preferred Stock Merger Consideration (such sum being hereinafter referred to as the "Fund"). Out of the Fund, the Disbursing Agent shall, pursuant to irrevocable instructions from the holders of Company Stock OptionsStock, make the payments referred to in Sections 1.06 (a) and (b) hereof, subject to the requirements of paragraph (b) of this Section 1.09. The Payment Fund shall be invested by At the Paying request of the Surviving Corporation, in its sole discretion at any time, but without any obligation to make any such request, the Disbursing Agent as directed by also may make payments, in discharge of any obligations of the Surviving Corporation (so pursuant to Section 262 of the Delaware Law, to holders of Company Stock who have exercised dissenters' rights pursuant to Section 262 of the Delaware Law and have not subsequently withdrawn or lost such rights as long as such directions do the payment from the Fund with respect to any Dissenting Share does not impair exceed the rights Common Stock Merger Consideration or the Preferred Stock Merger Consideration, as the case may be. The Disbursing Agent may invest portions of the holders of Shares Fund as Buyer or the ability of the Paying Agent to make timely payments Surviving Corporation directs, provided that all such investments shall be held as required hereby), cash or in direct obligations of or guaranteed by the United States of America or any state thereofAmerica, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, in commercial paper either rated of obligations receiving the highest quality by Xxxxx’x rating from either Xxxxx'x Investors Service, Inc. or Standard & Poor’s Corporation 's Corporation, or in certificates of deposit issued deposit, bank repurchase agreements or bankers' acceptances of commercial banks with capital, surplus and undivided profits exceeding $500,000,000 (collectively, "Permitted Investments"), or in money market funds which are invested solely in Permitted Investments. Any net profit resulting from, or interest or income produced by, such investments shall be payable to the Surviving Corporation, and shall be remitted from time to time by the Disbursing Agent upon the request of Buyer or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or lessthe Surviving Corporation. Any earnings with respect thereto shall amount remaining in the Fund after nine months after the Effective Time may be paid refunded to the Surviving Corporation as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7its option; provided, however, that the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient be liable for any cash payments required to make such payments. The Paying Agent shall, be made thereafter pursuant to irrevocable instructions, make the cash payments referred to in Sections 1.06(a) and 106(b) hereof and Section 1.7 out 262 of the Payment FundDelaware Law.

Payment for Shares. This ------------------------------------------------------ Warrant may be exercised by the Holder, in whole or in part, at any time and from time to time on or after March 25, 2001, and prior to 5:00 p.m. (aCentral Time) Prior on the Expiration Date, by the surrender of this Warrant (properly endorsed if required), and payment by the Holder to the Effective TimeCompany of the Purchase Price for each share of Common Stock purchased with respect to such exercise by wire transfer or certified or cashiers check. Upon such surrender and payment, the Company shall designate a bank or trust company reasonably acceptable to Sub to act as paying agent (the “Paying Agent”) in connection with the Merger (which bank or trust company shall agree in writing to comply with the provisions of this Section 1.10 applicable to it). At the Closing, the Surviving Corporation (with funds obtained from Parent) or Parent shall deposit in trust (which trust Holder shall be for entitled to receive a certificate or certificates representing the benefit shares of the stockholders of the CompanyCommon Stock so purchased, which certificate(s) with the Paying Agent an amount (the “Payment Fund”) in immediately available funds equal to the sum of (x) the product of (i) the sum of (A) the aggregate number of Shares outstanding immediately prior to the Effective Time (other than Shares held by any Subsidiary of the Company) plus (B) the aggregate number of the Company’s restricted or deferred stock units outstanding and (ii) the Cash Amount and (y) the excess, if any, of (i) the product of the Cash Amount multiplied by the aggregate number of Shares underlying Company Stock Options that entitle the holders thereof to purchase such Shares at may contain a price per share less than the Cash Amount (to the extent standard legend indicating that such Company Stock Options shares have not been cancelled registered under the Securities Act and paid for pursuant prohibiting resale thereof without registration or an opinion of counsel that an exemption from registration is available. The Company agrees that the shares so purchased shall be deemed to Section 1.9(a)) over (ii) be issued to the aggregate exercise price Holder as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered and payment made for such Company shares as aforesaid. Subject to the Company's Amended and Restated Articles of Incorporation, certificates for the shares of Common Stock Options. The Payment Fund so purchased shall be invested delivered to the Holder within a reasonable time, not exceeding ten days, after the rights represented by the Paying Agent as directed by the Surviving Corporation (this Warrant shall have been so long as such directions do not impair exercised. If the rights of the holders Holder of Shares or this Warrant are exercised in part, the ability number of the Paying Agent shares of Common Stock which thereafter may be purchased pursuant to make timely payments as required hereby), in direct obligations of the United States of America or any state thereof, obligations for which the full faith and credit of the United States of America or any such state is pledged to provide for the payment of principal and interest, commercial paper either rated of the highest quality by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Corporation or certificates of deposit issued by, or other deposit accounts of, a commercial bank having at least $1,000,000,000 in capital and surplus, in each case with a maturity of three months or less. Any earnings with respect thereto this Warrant shall be paid reduced accordingly and the Company shall reissue a Warrant or Warrants of like tenor representing in the aggregate the right to purchase the Surviving Corporation number of shares of Common Stock as and when requested by the Surviving Corporation. If at any time the amount of the Payment Fund shall be less than the amount required to make the payments contemplated by Section 1.7, the Surviving Corporation shall promptly deposit in trust with the Paying Agent funds sufficient to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, make the cash payments referred to in Section 1.7 out of the Payment Fundso reduced.