Common use of Exchange and Payment Clause in Contracts

Exchange and Payment. (a) Promptly after the Effective Time, Parent shall cause a bank or trust company designated by Parent (the “Exchange Agent”) to issue and send to each holder of shares of Company Common Stock, other than with respect to Excluded Shares or Dissenting Shares, (1) that number of whole shares of Parent Common Stock to which such holder of shares of Company Common Stock shall have become entitled pursuant to the provisions of Section 3.1(a) (which shall be in book-entry form unless a physical certificate is requested), and (2) any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. Each share of Company Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” (b) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock is registered, it shall be a condition of payment that such share of Company Common Stock shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock or shall have established to the satisfaction of Parent that such Tax is not applicable. (c) Notwithstanding anything in the foregoing to the contrary, other than the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III shall be paid (A) at the time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) in accordance with the terms of this ARTICLE III shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE III. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest. (g) None of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after the Effective Time (but in no event later than the Business Day immediately following the Effective Time), Parent shall deposit (or cause to be deposited, including amounts deposited by the Company as contemplated by Section 5.13(a)) with a bank or trust company designated by Parent in writing to the Company within 45 days after the date of this Agreement and reasonably acceptable to the Company (the “Exchange Agent”) to issue and send to each holder ), in trust for the benefit of holders of shares of Company Common Stock, other than (i) cash in an amount sufficient to pay the aggregate Cash Consideration in accordance with respect to Excluded Shares or Dissenting Shares, Section 2.1 and (1ii) that number of whole book-entry shares representing the shares of Parent Common Stock to which such holder of shares of Company Common Stock shall have become entitled issuable pursuant to Section 2.1. In addition, Parent shall make available by depositing with the provisions of Section 3.1(a) (which shall be in book-entry form unless a physical certificate is requested)Exchange Agent, and (2) as necessary from time to time on or after the Effective Time, any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued on 2.3(d) and any unpaid dividends and distributions, if any, payable to holders additional cash in lieu of fractional shares of Company Common Stock. Each share of Company Parent Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c2.3(f). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.”” Notwithstanding the foregoing or any other provision of this Agreement, Parent shall not be required to deposit or cause to be deposited with the Exchange Agent, as part of the Exchange Fund or otherwise, any Merger Consideration, or any dividends or distributions payable pursuant to Section 2.3(d) or any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), that constitutes Unvested Merger Consideration pursuant to Section 2.2(b), and no such cash, dividends or distributions shall be payable with respect to Company Restricted Stock (including by the Exchange Agent) except in accordance with Section 2.2(b). The Exchange Fund shall not be used for any purpose other than to fund payments of cash and shares of Parent Common Stock due pursuant to Section 2.1, except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of an outstanding certificate or outstanding certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Merger Consideration with respect thereto, any dividends or distributions payable pursuant to Section 2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and contain such other provisions as Parent or the Exchange Agent may reasonably specify) and (ii) instructions for (1) a wire transfer (if such holder has previously provided its wire transfer information to the Exchange Agent in connection with the Merger) or check (if such holder has not previously provided its wire transfer information to the Exchange Agent in connection with the Merger) for the amount of Cash Consideration to which such holder of Book-Entry Shares shall have become entitled pursuant to the provisions of Section 2.1, (2) that number of whole shares of Parent Common Stock to which such holder of Book-Entry Shares shall have become entitled pursuant to the provisions of Section 2.1 (which shares of Parent Common Stock shall be in book-entry form), (3) any dividends or other distributions payable pursuant to Section 2.3(d) and (4) any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), without such holder being required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest will be paid or accrued on any Cash Consideration, unpaid dividends and distributions or cash in lieu of fractional shares, if any, payable to holders of Certificates or Book-Entry Shares. Until surrendered as contemplated by this Section 2.3, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration payable in respect of shares of Company Common Stock theretofore represented by such Certificate or Book-Entry Share, any dividends or other distributions payable pursuant to Section 2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f). (c) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that such share of Company Common Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. (cd) Notwithstanding anything in (i) No dividends or other distributions with respect to Parent Common Stock with a record date after the foregoing Effective Time shall be paid to the contrary, other than holder of any unsurrendered Certificate with respect to the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.3(f), in each case until the holder thereof shall surrender such Certificate in accordance with this Article II. Following the surrender of a Certificate in accordance with this Article II, there shall be paid to the record holder thereof, without interest, (A) at the time of payment of promptly after such Parent Common Stock by the Exchange Agent under Section 3.3(a)surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(f) and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) surrender and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) surrender payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) in accordance with the terms of this ARTICLE III shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE III. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest. (g) None of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after the Effective Time (but in no event later than the Business Day immediately following the Effective Time), Parent shall deposit (or cause to be deposited, including amounts deposited by the Company as contemplated by Section 5.13(a)) with a bank or trust company designated by Parent in writing to the Company within 45 days after the date of this Agreement and reasonably acceptable to the Company (the “Exchange Agent”) to issue and send to each holder ), in trust for the benefit of holders of shares of Company Common Stock, other than (i) cash in an amount sufficient to pay the aggregate Cash Consideration in accordance with respect to Excluded Shares or Dissenting Shares, Section 2.1 and (1ii) that number of whole book-entry shares representing the shares of Parent Common Stock to which such holder of shares of Company Common Stock shall have become entitled issuable pursuant to Section 2.1. In addition, Parent shall make available by depositing with the provisions of Section 3.1(a) (which shall be in book-entry form unless a physical certificate is requested)Exchange Agent, and (2) as necessary from time to time on or after the Effective Time, any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued on 2.3(d) and any unpaid dividends and distributions, if any, payable to holders additional cash in lieu of fractional shares of Company Common Stock. Each share of Company Parent Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c2.3(f). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.”” Notwithstanding the foregoing or any other provision of this Agreement, Parent shall not be required to deposit or cause to be deposited with the Exchange Agent, as part of the Exchange Fund or otherwise, any Merger Consideration, or any dividends or distributions payable pursuant to Section 2.3(d) or any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), that constitutes Unvested Merger Consideration pursuant to Section 2.2(b), and no such cash, dividends or distributions shall be payable with respect to Company Restricted Stock (including by the Exchange Agent) except in accordance with Section 2.2(b). The Exchange Fund shall not be used for any purpose other than to fund payments of cash and shares of Parent Common Stock due pursuant to Section 2.1, except as provided in this Agreement. (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of an outstanding certificate or outstanding certificates (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Merger Consideration with respect thereto, any dividends or distributions payable pursuant to Section 2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the (1) a wire transfer (if such holder has previously provided its wire transfer information to the Exchange Agent in connection with the Merger) or check (if such holder has not previously provided its wire transfer information to the Exchange Agent in connection with the Merger) for the amount of Cash Consideration to which such holder of Book-Entry Shares shall have become entitled pursuant to the provisions of Section 2.1, (2) that number of whole shares of Parent Common Stock to which such holder of Book-Entry Shares shall have become entitled pursuant to the provisions of Section 2.1 (which shares of Parent Common Stock shall be in book-entry form), (3) any dividends or other distributions payable pursuant to Section 2.3(d) and (4) any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f), without such holder being required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent, and such Book-Entry Shares shall then be canceled. No interest will be paid or accrued on any Cash Consideration, unpaid dividends and distributions or cash in lieu of fractional shares, if any, payable to holders of Certificates or Book-Entry Shares. Until surrendered as contemplated by this Section 2.3, each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration payable in respect of shares of Company Common Stock theretofore represented by such Certificate or Book-Entry Share, any dividends or other distributions payable pursuant to Section 2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f). (c) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that such share of Company Common Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent that such Tax either has been paid or is not applicable. (cd) (i) No dividends or other distributions with respect to Parent Common Stock with a record date after the Effective Time shall be paid to the holder of any unsurrendered Certificate with respect to the shares of Parent Common Stock that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 2.3(f), in each case until the holder thereof shall surrender such Certificate in accordance with this Article II. Following the surrender of a Certificate in accordance with this Article II, there shall be paid to the record holder thereof, without interest, (A) promptly after such surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(f) and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to such surrender and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock. (ii) Notwithstanding anything in the foregoing to the contrary, other than the CVRs (as defined below), holders of shares of Company Common Stock Book-Entry Shares who are entitled to receive shares of Parent Common Stock under this ARTICLE III Article II shall be paid (A) at the time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a2.3(b), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 2.3(f) and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a2.3(b) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a2.3(b) payable with respect to such whole shares of Parent Common Stock. (de) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f) issued and paid upon the surrender for exchange of Certificates or Book-Entry Shares in accordance with the terms of this ARTICLE III Article II shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common StockStock formerly represented by such Certificates or Book-Entry Shares. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the Surviving Corporation of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for transfer or transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Certificates or Book-Entry Shares shall be cancelled canceled and exchanged as provided in this ARTICLE IIIArticle II. (ef) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down Notwithstanding anything to the nearest whole share. Any contrary contained herein, no certificates or scrip representing fractional shares of Parent Common Stock a holder shall be issued upon the surrender for exchange of shares of Company Certificates or Book-Entry Shares, no dividends or other distributions with respect to the Parent Common Stock upon shall be payable on or with respect to any fractional share, and such fractional share interests shall not entitle the conversion owner thereof to vote or to any other rights of shares a stockholder of Parent. In lieu of the issuance of any such fractional share, Parent shall pay to each former shareholder of the Company who otherwise would be entitled to receive a fractional share of Parent Common Stock an amount in cash (without interest) determined by multiplying (i) the fraction of a share of Parent Common Stock which such holder would otherwise be entitled to receive shall be aggregated together first (taking into account all shares of Company Common Stock held at the Effective Time by such holder and rounded to the nearest thousandth when expressed in decimal form) pursuant to Section 2.1 by (ii) the volume weighted average closing price of one share of Parent Common Stock on The NASDAQ Global Select Market (“NASDAQ”) for the ten trading days ending on the last trading day immediately prior to eliminating fractional sharesthe date on which the Effective Time shall occur, as such price is reported (by Bloomberg Financial Markets or such other source as the parties shall agree in writing) in composite transactions for NASDAQ. (fg) Any portion of the Exchange Fund (any interest or other income earned thereon) that remains undistributed or unallocated to the holders of Certificates or Book-Entry Shares six months one year after the Effective Time shall be delivered to the Surviving CompanyCorporation, upon demand, and any remaining holders of Certificates or Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) who have not theretofore complied with this Article II shall thereafter look only to the Surviving CompanyCorporation (subject to abandoned property, escheat or other similar Laws), as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c2.3(d) (subject and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to abandoned property, escheat or other similar lawsSection 2.3(f), without interest. (gh) None of Parent, the Surviving CompanyCorporation, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common StockMerger Consideration, dividends or other distributions with respect thereto or cash in lieu of fractional shares of Parent Common Stock properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (hi) The Exchange Agent shall invest any cash included in the Exchange Fund as reasonably directed by Xxxxxx on a daily basisParent; provided, however, that any investment of such cash shall in all events be limited to direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the U.S. government. Any interest and other income resulting from such investments shall be paid to Parent, upon demand. (j) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to Parent, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 2.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 2.3(f).

Exchange and Payment. (a) Promptly after Prior to the Closing Date, Parent and the Company shall agree upon and select a reputable bank, transfer agent or trust company to act as exchange agent in the Merger (the “Exchange Agent”). Prior to the Effective Time, Parent shall deposit, or cause a bank or trust company designated by Parent (to be deposited, with the “Exchange Agent”) to issue and send to each holder of shares of Company Common Stock, other than with respect to Excluded Shares or Dissenting Shares, (1) that number of whole Agent certificates representing the shares of Parent Common Stock issuable pursuant to which such holder of Section 1.5 in exchange for the outstanding shares of Company Common Stock shall have become entitled Ordinary Shares pursuant to the provisions of this Section 3.1(a) (which shall be in book-entry form unless a physical certificate is requested), and (2) any dividends or other distributions payable pursuant to Section 3.3(c)1.7. No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. Each share of Company Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c). All book-entry The shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, Stock and any dividends or distributions and cash deposited with received by the Exchange Agent with respect to such shares, are hereinafter referred to collectively as the “Exchange Fund.” (b) If payment Promptly, and in any event within three Business Days, after the Effective Time, the Parties shall cause the Exchange Agent to issue and deliver to each holder of the Merger Consideration is to be made to a Person other than the Person in whose name the share uncertificated Company Ordinary Shares represented by book entry (“Book Entry Shares.”) that number of Company shares of Parent Common Stock is registered, it to which such holder of Book-Entry Shares shall be a condition have become entitled pursuant to the provisions of payment that such share Section 1.5 and any dividends or other distributions payable pursuant to Section 2.3(d) and (3) any cash in lieu of Company fractional shares of Parent Common Stock shall be properly transferred and that the Person requesting payable pursuant to Section 2.3(f), without such payment shall have paid any transfer and other Taxes holder being required by reason to deliver a Certificate or an executed letter of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock or shall have established transmittal to the satisfaction Exchange Agent, and such Book-Entry Shares shall then be cancelled, without such holder being required to deliver a certificate or an executed letter of Parent that transmittal to the Paying Agent, and such Tax is not applicableBook-Entry Shares shall then be canceled. (c) Notwithstanding anything in the foregoing to the contrary, other than the CVRs (as defined below), holders of shares of Company Common Stock Book-Entry Shares who are entitled to receive shares of Parent Common Stock under this ARTICLE III Article I shall be paid (A) at the time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a1.5(b), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a1.5(b) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a1.5(b) payable with respect to such whole shares of Parent Common Stock. (d) The Each of Parent, Merger ConsiderationSub, any dividends or other distributions payable pursuant to Section 3.3(cthe Company, the Surviving Corporation and the Exchange Agent (without duplication) in accordance with the terms of this ARTICLE III shall be deemed entitled to have been issued deduct and paid in full satisfaction withhold, from any consideration payable or otherwise deliverable under this Agreement to any holder of all rights pertaining to the shares record of any Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding Share Capital immediately prior to the Effective TimeTime or any other Person who is entitled to receive merger consideration pursuant to this Article I, such amounts as are required to be withheld or deducted under the Code or any other state, local or foreign Tax Legal Requirement with respect to the making of such payment and shall be entitled to request any reasonably appropriate Tax forms, including Form W-9 (or the appropriate Form W-8, as applicable) from any recipient of merger consideration hereunder. IfTo the extent that amounts are so withheld or deducted and paid over to the appropriate Governmental Authority, after such withheld or deducted amounts shall be treated for all purposes of this Agreement as having been paid to the Effective Time, transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”Person(s) to whom such amounts would otherwise have been paid. Prior to making any deduction or withholding pursuant to this Section 1.7(d), the Parent or the Merger Sub shall use reasonable efforts to provide reasonable advance written notice to the Company of the amounts subject to deduction or withholding and a reasonable opportunity to provide forms or other evidence that would reduce or exempt such Book-Entry Shares shall be cancelled and exchanged as provided in amounts from such deduction or withholding. The Parties agree to cooperate to minimize the amount of any withholding pursuant to this ARTICLE IIISection 1.7(d). (e) Fractional No Party shall be liable to any holder of any Book Entry Shares or to any other Person with respect to any shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up (or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest. (g) None of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly thereto) or for any cash amounts delivered to a any public official pursuant to any applicable abandoned propertyproperty law, escheat law or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled theretoLegal Requirement. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after Prior to the Effective Time, Merger Sub shall enter into an agreement with the Company’s transfer agent or other exchange agent selected by Parent and reasonably acceptable to the Company (the “Exchange Agent “) to receive the Merger Consideration to which stockholders of the Company shall become entitled pursuant to this Article III. At or prior to the Effective Time, Parent shall deliver (or cause a bank or trust company designated by Parent (the “Exchange Agent”to be delivered) to issue and send to each holder of shares of Company Common Stock, other than with respect to Excluded Shares or Dissenting Shares, (1) that number of whole the Exchange Agent certificates representing shares of Parent Common Stock and deposit (or cause to which be deposited) with the Exchange Agent cash in an amount sufficient to make all payments pursuant to this Article III (such cash being hereinafter referred to as the “Exchange Fund “). The Exchange Fund shall not be used for any purpose other than to fund payments due pursuant to this Article III, except as provided in this Agreement. The Surviving Corporation shall pay all charges and expenses, including those of the Exchange Agent, incurred by it in connection with the exchange of Shares for the Merger Consideration and other amounts contemplated by this Article III. Parent shall have the right to withdraw from the Exchange Fund any amount paid or shares of Parent Common Stock delivered by Parent or the Surviving Corporation with respect to any Dissenting Shares, the amount so withdrawn not to exceed the amount of consideration held in the Exchange Fund with respect to such Dissenting Shares. (b) As promptly as practicable following the Effective Time and in any event not later than the second Business Day thereafter, the Surviving Corporation shall instruct the Exchange Agent to mail to each holder of shares record of Company Common Stock shall have become entitled (i) a certificate or certificates (“Certificates “) that immediately prior to the Effective Time represented outstanding Shares or (ii) uncertificated Shares represented by book-entry (“Book-Entry Shares “) which, in each case, were converted into the right to receive the Merger Consideration with respect thereto pursuant to the provisions of Section 3.1(a) and any dividends or distributions payable in respect thereof pursuant to Section 3.3(h), (i) a form of letter of transmittal (which shall be in bookcustomary form and shall specify that delivery shall be effected, and risk of loss and title to the Certificates or Book-entry form unless Entry Shares held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Agent or, in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, together with such letter(s) of transmittal properly completed and duly executed to the Exchange Agent) and (ii) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration payable with respect thereto pursuant to Section 3.1(a) and any dividends or distributions payable in respect thereof pursuant to Section 3.3(h). Upon surrender of a physical certificate is requestedCertificate or Book-Entry Share to the Exchange Agent, together with such letter of transmittal, properly completed and duly executed, and such other documents as the Exchange Agent may reasonably require, the holder of such Certificate or Book-Entry Share shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate or Book-Entry Share (subject to deduction for any required withholding Tax) and any dividends or distributions payable in respect thereof pursuant to Section 3.3(h), and (2) such Certificate or Book-Entry Share shall forthwith be cancelled. No interest shall be paid or shall accrue on any cash payable upon surrender of any Certificate or Book-Entry Share. In the event that the Merger Consideration and any dividends or other distributions payable in respect thereof pursuant to Section 3.3(c). No interest will 3.3(h) are to be paid to a Person other than the Person in whose name any Certificate is registered, it shall be a condition of payment that the Certificate so surrendered shall be properly endorsed or accrued otherwise in proper form for transfer, that the signatures on such Certificate or any unpaid dividends related stock power shall be properly guaranteed and distributionsthat the Person requesting such payment shall pay any transfer or other Taxes required by reason of such payment to a Person other than the registered holder of such Certificate or establish to the satisfaction of the Surviving Corporation that such Taxes have been paid or are not applicable. Until surrendered as contemplated by this Section 3.3, if any, payable to holders of shares of Company Common Stock. Each share of Company Common Stock each Certificate or Book-Entry Share shall be deemed at any time after the Effective Time to represent only the right to receive upon such surrender or transfer the Merger Consideration pursuant to Section 3.1(a) and any dividends or distributions payable in respect thereof, any dividends or other distributions payable thereof pursuant to Section 3.3(c). All book3.3(h) payable in respect of Shares theretofore represented by such Certificate or Book-entry shares of Parent Common StockEntry Shares, certificates representing shares of Parent Common Stockas applicable, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” (b) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock is registered, it shall be a condition of payment that such share of Company Common Stock shall be properly transferred and that the Person requesting such payment shall have paid without any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock or shall have established to the satisfaction of Parent that such Tax is not applicableinterest thereon. (c) Notwithstanding anything in the foregoing to the contrary, other than the CVRs (as defined below), holders The delivery of shares of Company Common Stock who are entitled to receive all shares of Parent Common Stock under this ARTICLE III shall be and all cash paid (A) at upon the time surrender for exchange of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a), the amount of dividends Certificates or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) Book-Entry Shares in accordance with the terms of this ARTICLE Article III shall be deemed to have been issued delivered and paid in full satisfaction of all rights pertaining to the shares of Company Common StockShares, together with the associated Rights, formerly represented by such Certificates or Book-Entry Shares. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the shares Surviving Corporation of Company Common Stock the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for transfer or transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Certificates or Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE Article III, subject to applicable Law in the case of Dissenting Shares. (d) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Parent; provided, however, that no such investment or loss thereon shall affect the amounts payable to holders of Shares. Any interest and other income resulting from such investments shall be the sole and exclusive property of Parent payable to Parent upon its request, and no part of such earnings shall accrue to the benefit of holders of Shares. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of At any time following the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. date that is six (f6) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time Time, the Surviving Corporation shall be delivered entitled to require the Exchange Agent to deliver to it any funds (including any interest received with respect thereto) which have been made available to the Surviving Company, upon demand, Exchange Agent and any remaining which have not been disbursed to holders of Certificates or Book-Entry Shares (except Shares, and thereafter such holders shall be entitled to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to Parent and the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) Corporation (subject to abandoned property, escheat or other similar lawsLaws) only as general creditors thereof with respect to the Merger Consideration and any dividends or distributions payable in respect thereof pursuant to Section 3.3(h), without interest. (g) None any interest thereon, payable upon due surrender of their Certificate or Book-Entry Shares. Notwithstanding anything herein to the contrary, none of the Company, Parent, Merger Sub, the Surviving CompanyCorporation, the Exchange Agent or any other Person person shall be liable to any Person in respect former holder of shares of Parent Common StockShares, dividends or other distributions with respect thereto for any amount properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. . (f) If any Book-Entry Shares Certificate shall not have been allocated their lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to Parent, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Exchange Agent, the posting by such Person of a bond in such amount as Parent or the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration prior and any dividends or distributions payable in respect thereof pursuant to two Section 3.3(h), without any interest thereon, payable in respect thereof pursuant to this Agreement. (2g) years No fraction of a share of Parent Common Stock will be issued by virtue of the Merger, but in lieu thereof each holder of Shares who would otherwise be entitled to a fraction of a share of Parent Common Stock (after aggregating all fractional shares of Parent Common Stock that otherwise would be received by such holder) shall, upon surrender of such holder’s Certificate(s), receive from Parent an amount of cash (rounded to the nearest whole cent), without interest, less the amount of any withholding Taxes as contemplated by Section 3.4, which are required to be withheld with respect thereto, equal to the product of: (i) such fraction, multiplied by (ii) the Parent Trading Price. (h) No dividends or other distributions declared or made after the date hereof with respect to Parent Common Stock with a record date after the Effective Time and no cash payment in lieu of fractional shares pursuant to Section 3.3(g) will be paid to the holders of any unsurrendered Certificates with respect to the shares of Parent Common Stock represented thereby until the holders of record of such Certificates shall surrender such Certificates. Subject to applicable Law, following surrender of any such Certificates, the Exchange Agent shall deliver to the record holders thereof, without any interest thereon (or immediately prior to i) promptly after such earlier date on which surrender, the related Merger Consideration (and all the amount of any such dividends or other distributions with a record date after the Effective Time and theretofore paid with respect to such whole shares of Parent Common Stock and (ii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time and a payment date subsequent to such surrender payable with respect to such whole shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after Prior to the First Effective Time, Parent shall cause a bank or trust company designated by Parent appoint Computershare Trust Company, N.A. to act as exchange agent (the “Exchange Agent”) for the payment of the Closing Stock Consideration. At or prior to the First Effective Time, Parent shall deposit, or cause to be deposited, with the Exchange Agent (i) evidence of shares of Parent Common Stock issuable pursuant to Section 3.1 in book-entry form equal to the aggregate Closing Stock Consideration. (b) At the First Effective Time and without any action on the part of the holder of shares of Company Common Stock, all shares of Company Common Stock shall be deemed to be surrendered to the Exchange Agent and Parent shall cause the Exchange Agent to, within three (3) Business Days following Closing, issue and send to each holder of shares of Company Common StockStock the Per Share Closing Consideration, other than with respect to Excluded Shares or Dissenting Sharesas set forth on the Closing Spreadsheet which is attached hereto as Annex A, (1) that number of whole shares of Parent Common Stock to which and deliver such holder of shares of Company Common Stock shall have become entitled pursuant to the provisions of Section 3.1(a) (which shall be Per Share Closing Consideration in book-entry form unless a form, without physical certificate is requested), and (2) any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. Each share of Company Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” (b) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock is registered, it shall be a condition of payment that such share of Company Common Stock shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock or shall have established to the satisfaction of Parent that such Tax is not applicablecertificates. (c) Notwithstanding anything in At the foregoing to First Effective Time and without any action on the contrarypart of the holder of Vested Options, other than the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III shall be paid (A) at the time of payment of such Parent Common Stock by cause the Exchange Agent under Section 3.3(a)to, within three (3) Business Days following Closing, issue to each holder of Vested Options the amount of dividends or other distributions with a record date after Per Option Closing Consideration, as set forth on the Effective Time theretofore paid with respect Closing Spreadsheet, and deliver to such whole shares of Parent Common Stockholder the Per Option Closing Consideration in book-entry form, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stockwithout physical certificates. (d) At the First Effective Time and without any action on the part of the Cash-Out Holder, Parent shall cause the Exchange Agent to, within three (3) Business Days following Closing, issue to each Cash-Out Holder the Cash-Out Closing Consideration payable to such Cash-Out Holder, as set forth on the Closing Spreadsheet, and deliver to such holder such portion of the Closing Stock Consideration in book-entry form, without physical certificates. (e) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) in accordance with the terms of this ARTICLE III shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock formerly represented by such certificate of Company Common Stock. At the First Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding immediately prior to the First Effective Time. If, after the First Effective Time, transfer is sought for uncertificated shares certificates of Company Common Stock represented by book entry (“Book-Entry Shares”), are presented to the First Step Surviving Company or the Surviving Company for transfer such Book-Entry Shares certificate shall be cancelled and exchanged as provided in this ARTICLE III. (ef) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the First Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest.​ ​ (g) None of Parent, the First Step Surviving Company, the Exchange Agent Company or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after the Effective Time, Parent shall cause a bank or trust company designated by Parent (the “Exchange Agent”) to issue and send to each holder of shares of Company Common Stock, other than with respect to Excluded Shares or Dissenting Shares, (1) that number of whole shares of Parent Common Stock to which such holder of shares of Company Common Stock shall have become entitled pursuant to the provisions of Section 3.1(a) (which shall be in book-entry form unless a physical certificate is requested), and (2) any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. Each share of Company Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” (b) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock is registered, it shall be a condition of payment that such share of Company Common Stock shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock or shall have established to the satisfaction of Parent that such Tax is not applicable. (c) Notwithstanding anything in the foregoing to the contrary, other than the CVRs (as defined below), any Catch-Up Dividend and the Stock Dividend, holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE Article III shall be paid (A) at the time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) in accordance with the terms of this ARTICLE Article III shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE Article III. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest. (g) None of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly Prior to the Effective Time, Parent and the Company shall appoint a Person authorized to act as exchange agent in connection with the Transactions, which Person shall be selected by Parent and the Company (the "Exchange Agent") and shall act on behalf of the holders of Company Common Shares entitled to the Merger Consideration, and enter into an exchange agent agreement with the Exchange Agent reasonably acceptable to Parent and the Company for the purpose of (i) exchanging Certificates or Uncertificated Shares for the Merger Consideration payable in respect of the Company Common Shares and (ii) effecting the contribution in kind of newly issued shares of HoldCo to Parent against the issuance of new Parent Registered Shares, as contemplated by Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter. As of the Effective Time, or as otherwise contemplated by Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter, Parent shall deposit with the Exchange Agent, for the benefit of the holders of Company Common Shares, as consideration for the deliveries by the Exchange Agent pursuant to Section 2.01(b) of each of the Company Disclosure Letter and the Parent Disclosure Letter, and for exchange in accordance with this Section 2.03 through the Exchange Agent, (A) Parent Registered Shares issued pursuant to Section 2.02(a), (B) cash sufficient to pay the aggregate Cash Consideration payable pursuant to Section 2.02(a) and (C) the cash to be paid in lieu of fractional shares. Parent agrees to promptly deposit with the Exchange Agent from time to time any additional cash or Parent Registered Shares required to pay any dividends or other distributions to which such holders are entitled pursuant to Section 2.03(g). All Parent Registered Shares and cash deposited with the Exchange Agent pursuant to this Section 2.03 shall be referred to as the "Exchange Fund". (b) As soon as reasonably practicable after the Effective Time, Parent the Exchange Agent shall cause a bank mail or trust company designated by Parent (the “Exchange Agent”) to issue and send otherwise deliver to each holder of shares Company Common Shares who has the right to receive the Merger Consideration hereunder: (i) a letter of transmittal (the "Letter of Transmittal"), which shall specify that, in respect of any Certificate, risk of loss and title shall pass only upon receipt thereof (or of an affidavit of loss in lieu thereof) by the Exchange Agent or, in the case of Uncertificated Shares, upon adherence to the procedures set forth in the Letter of Transmittal, and shall be in such form and have such other customary provisions as Parent and the Company may reasonably specify, (ii) any notice required pursuant to the Cayman Companies Law, and (iii) instructions for use in effecting the surrender of the Certificates held by any holder of Company Common Stock, other than with respect to Excluded Shares or Dissenting Shares, (1) that number of whole shares of Parent Common Stock to which such represented by Certificates. In the event a holder of shares of Company Common Stock shall have become entitled pursuant Shares does not deliver to the provisions Exchange Agent a duly executed and completed Letter of Section 3.1(aTransmittal and does not deliver the Certificate(s) (which shall be or an affidavit of loss in book-entry form unless a physical certificate is requestedlieu thereof), where applicable, such Person shall not be entitled to receive the Merger Consideration relating to such Certificate or Uncertificated Share unless and until such Person delivers a duly executed and completed Letter of Transmittal and Certificate(s) (2) any dividends or other distributions payable pursuant an affidavit loss in lieu thereof), as applicable, to Section 3.3(c). No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stockthe Exchange Agent. Each share of Company Common Stock Certificate or Uncertificated Share shall be deemed at any time after the Effective Time represent only the right to receive, upon compliance with these requirements, the Merger Consideration pursuant to Section 2.02 and this Section 2.03. The delivery of a duly completed and validly executed Letter of Transmittal is a condition to each holder of Company Common Shares receiving any portion of the Merger Consideration. (c) Upon the Exchange Agent's receipt of a duly executed and completed Letter of Transmittal and the surrender of the Certificates (or an affidavit loss in lieu thereof), as applicable, the Exchange Agent shall deliver, in accordance with Section 2.02(a), to such holder of Company Common Shares (i) the Merger Consideration and (ii) cash in lieu of any fractional Parent Registered Shares and any dividends and distributions with respect to the Share Consideration as contemplated in Section 2.06 or Section 2.03(g) for each Company Common Share. The Parent Registered Shares constituting part of such Merger Consideration shall be in uncertificated book entry form. Following the Effective Time, each Certificate or Uncertificated Share shall represent only the right to receive the Merger Consideration payable in respect thereofConsideration. Parent, any dividends or other distributions payable pursuant to Section 3.3(c). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions the Company and cash deposited with the Exchange Agent are hereinafter referred may agree on transfer procedures in addition to as or different from the “Exchange Fundprocedures set forth above in order to effect the exchange and payment contemplated in this Section 2.03.” (bd) If payment any portion of the Merger Consideration (or cash in lieu of any fractional Parent Registered Shares or any dividends and distributions with respect to the Share Consideration as contemplated by Section 2.06 or Section 2.03(g)) is to be made paid to a Person other than the Person in whose name the share of Company Common Stock Share is registered, it shall be a condition of to such payment that such share of Company Common Stock (i) all documents reasonably requested by the Exchange Agent shall be properly transferred provided, and that (ii) the Person requesting such payment shall have paid pay to the Exchange Agent any transfer and or other Taxes required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock Certificate or shall have established Uncertificated Share or establish to the satisfaction of Parent the Exchange Agent that such Tax has been paid or is not applicablepayable. (c) Notwithstanding anything in the foregoing to the contrary, other than the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III shall be paid (A) at the time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stock. (de) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) Consideration paid in accordance with the terms of this ARTICLE III Article 2 upon conversion of any Company Common Shares shall be deemed to have been issued delivered and paid in full satisfaction of all rights pertaining to the shares of such Company Common StockShares. At From and after the Effective Time, subject to the stock transfer books Cayman Companies Law in the case of Dissenting Shares, all holders of Company Common Shares shall cease to have any rights as shareholders of the Company shall be closed other than the right to receive the Merger Consideration (and cash in lieu of any fractional Parent Registered Shares or any dividends and distributions with respect to the Share Consideration as contemplated by Section 2.06 or Section 2.03(g)) into which the shares represented by such Certificates or Uncertificated Shares have been converted pursuant to this Agreement. After the Effective Time, there shall be no further registration of or transfers of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE III. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to unclaimed by the former holders of Book-Entry Company Common Shares six months after as of the one year anniversary of the Effective Time shall be delivered returned to Parent. Any former shareholders of the Surviving Company, upon demand, Company who have not theretofore complied with this Article 2 or the Letter of Transmittal and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) instructions shall thereafter look only to the Surviving CompanyParent (subject to abandoned property, escheat or other similar Applicable Laws), as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable Consideration in respect of each Company Common Share as such shareholder held prior to the Effective Time as determined pursuant to Section 3.3(c) (subject to abandoned propertythis Agreement, escheat or other similar laws)in each case, without interest. (g) None any interest thereon. Notwithstanding the foregoing and anything to the contrary, none of Parent, HoldCo, Merger Sub, the Company, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person former holder of Company Common Shares for any amount delivered in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered good faith to a public official pursuant to any applicable abandoned property, escheat or similar Lawlaws. If Notwithstanding anything to the contrary, any Book-Entry Shares shall not have been allocated their portion of the Merger Consideration prior to two (2) years after the Effective Time (or be paid in accordance with this Article 2 that remains undistributed to any former holder of Company Common Shares, as of immediately prior to such earlier the date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) that would otherwise escheat to or become the property of any Governmental Entity)Authority, any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the maximum extent permitted by applicable Applicable Law, automatically become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (hg) The Exchange Agent Following the compliance by the holders of Company Common Shares with the requirements of this Section 2.03, Parent shall invest pay, or cause to be paid, without interest, to the Person in whose name the Parent Registered Shares constituting the Share Consideration have been registered, (i) in connection with the payment of the Share Consideration, (A) the amount of any cash included payable in lieu of fractional shares to which such Person is entitled pursuant to Section 2.06, and (B) the Exchange Fund as directed by Xxxxxx aggregate amount of all dividends or other distributions payable with respect to such Parent Registered Shares with a record date on or after the Effective Time that were paid prior to the time of such compliance, and (ii) at the appropriate payment date after the payment of the Merger Consideration, the amount of all dividends or other distributions payable with respect to whole Parent Registered Shares constituting the Share Consideration with a daily basisrecord date on or after the Effective Time and prior to the time of such compliance and with a payment date subsequent to the time of such compliance. Any interest No dividends or other distributions with respect to Parent Registered Shares constituting the Share Consideration, and other income resulting from such investments no cash payment in lieu of fractional shares pursuant to Section 2.06, shall be paid to Parentthe holder of any Company Common Shares with respect to such Company Common Shares prior to such holder's compliance with the requirements of this Section 2.03. (h) The payment of any transfer, documentary, sales, use, stamp, registration, value added and other Taxes and fees (including any penalties and interest) incurred solely by a holder of Company Common Shares in connection with the Merger, and the filing of any related Tax Returns and other documentation with respect to such Taxes and fees, shall be the sole responsibility of such holder.

Exchange and Payment. (a) Promptly after the Effective Time, Parent shall deposit (or cause to be deposited) with a bank or trust company designated by Parent (the “Exchange Agent”) to issue and send to each holder ), in trust for the benefit of shares of Company Common Stock, other than with respect to Excluded Shares or Dissenting Shares, (1) that number of whole shares of Parent Common Stock to which such holder holders of shares of Company Common Stock shall have become entitled pursuant immediately prior to the provisions of Section 3.1(a) Effective Time (which shall be in other than holders to the extent they hold Excluded Shares or Dissenting Shares), book-entry form unless a physical certificate is shares (or certificates if requested) representing the shares of Parent Common Stock issuable pursuant to Section 3.1(a). In addition, and (2) Parent shall make available by depositing with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued on 3.3(d) and any unpaid dividends and distributions, if any, payable to holders cash in lieu of fractional shares of Company Common Stock. Each share of Company Parent Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c3.3(f). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” (b) As soon as reasonably practicable after the Effective Time, the Surviving Corporation shall cause the Exchange Agent to mail to each holder of record of a certificate (“Certificates”) that immediately prior to the Effective Time represented outstanding shares of Company Common Stock that were converted into the right to receive the Merger Consideration, any dividends or distributions payable pursuant to Section 3.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f), (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Exchange Agent, and which letter shall be in customary form and contain such other provisions as Parent or the Exchange Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of such Certificates in exchange for the Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f). Upon surrender of a Certificate to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as the Exchange Agent may reasonably require, the holder of such Certificate shall be entitled to receive in exchange for the shares of Company Common Stock formerly represented by such Certificate (other than Excluded Shares or Dissenting Shares) (A) that number of whole shares of Parent Common Stock (after taking into account all shares of Company Common Stock then held by such holder under all Certificates so surrendered) to which such holder of Company Common Stock shall have become entitled pursuant to Section 3.1(a) (which shall be in uncertificated book-entry form unless a physical certificate is requested), (B) any dividends or other distributions payable pursuant to Section 3.3(d) and (C) any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f), and the Certificate so surrendered shall forthwith be cancelled. Promptly after the Effective Time and in any event not later than the third Business Day thereafter, the Surviving Corporation shall cause the Exchange Agent to issue and send to each holder of uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), other than with respect to Excluded Shares or Dissenting Shares, (1) that number of whole shares of Parent Common Stock to which such holder of Book-Entry Shares shall have become entitled pursuant to the provisions of Section 3.1(a) (which shall be in book-entry form unless a physical certificate is requested), (2) any dividends or other distributions payable pursuant to Section 3.3(d) and (3) any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f), without such holder being required to deliver a Certificate or an executed letter of transmittal to the Exchange Agent, and such Book-Entry Shares shall then be cancelled. No interest will be paid or accrued on any unpaid dividends and distributions or cash in lieu of fractional shares, if any, payable to holders of Certificates or Book-Entry Shares. Until surrendered as contemplated by this Section 3.3, each Certificate or Book-Entry Share shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(d) and any cash in lieu of fractional shares of Parent Common Stock payable pursuant to Section 3.3(f). (c) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that such share of Company Common Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock Certificate or Book-Entry Share or shall have established to the satisfaction of Parent that such Tax tax is not applicable. (cd) Notwithstanding anything in (i) No dividends or other distributions with respect to Parent Common Stock with a record date after the foregoing Effective Time shall be paid to the contrary, other than holder of any unsurrendered Certificate with respect to the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III that the holder thereof has the right to receive upon the surrender thereof, and no cash payment in lieu of fractional shares of Parent Common Stock shall be paid to any such holder pursuant to Section 3.3(f), in each case until the holder thereof shall surrender such Certificate in accordance with this Article III. Following the surrender of a Certificate in accordance with this Article III, there shall be paid to the record holder thereof, without interest, (A) at the time of payment of promptly after such Parent Common Stock by the Exchange Agent under Section 3.3(a)surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, Stock and the amount of any cash payable in lieu of a fractional share of Parent Common Stock to which such holder is entitled pursuant to Section 3.3(f) and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) surrender and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) surrender payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) in accordance with the terms of this ARTICLE III shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE III. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time shall be delivered to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest. (g) None of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after Prior to the Effective Time, Parent shall cause a bank or trust company designated appoint (i) an exchange agent to be mutually agreed by Parent the Parties (the “Exchange Agent”) to issue and send to each holder for the purpose of exchanging for the Merger Consideration certificates representing shares of Company Common Stock, other than 102 Company Shares (the “Certificates”); provided, however, that any references herein to “Certificates” are deemed to include references to book-entry account statements relating to the ownership of shares of Company Common Stock; and (ii) to the extent required pursuant to the provisions of the Withholding Tax Ruling, an Israeli withholding agent mutually agreed by the parties hereto, to act as Parent’s withholding agent for Israeli tax withholding purposes and to assist in obtaining any requisite residency certificate and/or other declaration for Israeli Tax withholding purposes and/or a Valid Withholding Certificate, as applicable (the “Withholding Agent”), and in connection therewith shall enter into an agreement with the Withholding Agent in a form reasonably satisfactory to the parties hereto. At the Effective Time, Parent shall deposit, or shall cause to be deposited, with (i) the Exchange Agent the aggregate Merger Consideration other than the applicable portion thereof payable to holders of 102 Company Securities and 3(i) Company Options (the “Payment Fund”) and (ii) the 102 Trustee the applicable portion of the aggregate Merger Consideration payable to holders of 102 Company Securities and 3(i) Company Options hereunder. (b) To the extent the Payment Fund diminishes for any reason below the level required to make prompt payment of the aggregate Merger Consideration, Parent shall promptly replace or restore, or cause to be replaced or restored, the lost portion of such fund so as to ensure that it is maintained at a level sufficient to make such payments. The Payment Fund shall be invested by the Exchange Agent as directed by Parent; provided that (i) no such investment or losses thereon shall relieve Parent from making the payments required by this Article 2 or affect the amount of Merger Consideration payable hereunder, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) the Payment Fund shall not be invested in any instruments other than direct short-term obligations of, or short-term obligations fully guaranteed as to principal and interest by, the government of the United States of America, in commercial paper obligations rated A-1 or P-1 or better by Xxxxx’x Investors Service, Inc. or Standard & Poor’s Financial Services LLC, respectively, in certificates of deposit, bank repurchase agreements or bankers’ acceptances of commercial banks with capital exceeding $10 billion (based on the most recent financial statements of such bank that are then publicly available), or in money market funds having a rating in the highest investment category granted by a ACTIVE/110954383.28 recognized credit rating agency at the time of investment. Any and all interest or other amounts earned with respect to Excluded Shares or Dissenting Sharessuch funds shall become part of the Payment Fund. The Payment Fund shall not be used for any other purpose. The Surviving Corporation shall (and Parent shall cause the Surviving Corporation to) pay all charges and expenses, (1) that number including those of whole the Exchange Agent and the Withholding Agent, in connection with the exchange of shares of Parent Company Common Stock and the payment of the Merger Consideration in respect of such shares of Company Common Stock. (c) Promptly after the Effective Time, and in any event no later than five Business Days after the Effective Time, Parent shall send, or shall cause the Exchange Agent to which such send, to each record holder of shares of Company Common Stock shall have become entitled pursuant to the provisions of Section 3.1(a(other than 102 Company Shares) (which shall be in book-entry form unless a physical certificate is requested), and (2) any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. Each share of Company Common Stock shall be deemed after at the Effective Time to represent only whose shares were converted into the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c2.03(a) a letter of transmittal and instructions in customary form reasonably satisfactory to the Company which shall (i) specify that the delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery or transfer of the Certificates (or affidavits of loss in lieu of the Certificates pursuant to Section 2.04(g)) to the Exchange Agent) for use in such exchange and (ii) request for a tax residency declaration and/or a Valid Withholding Certificate and any other information necessary for Parent to determine whether any amounts need to be withheld from the Merger Consideration payable to such Person pursuant to the terms of the Ordinance (in each case, subject to the terms of the Withholding Tax Ruling, if obtained), the Code or any other provision of U.S. state or local or non-U.S. Applicable Law. All Each holder of shares of Company Common Stock that have been converted into the right to receive the Merger Consideration shall be entitled to receive the Merger Consideration in respect of the shares of Company Common Stock represented by a Certificate upon (i) surrender to the Exchange Agent of a Certificate, together with a duly completed and validly executed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of shares of Parent Company Common Stock, certificates representing shares of Parent Common Stockand, dividendsin each case, distributions and cash deposited with delivery to the Exchange Agent are hereinafter referred of such other documents as may reasonably be requested by the Exchange Agent. Until so surrendered or transferred, each such Certificate shall represent after the Effective Time for all purposes only the right to as receive such Merger Consideration. No interest shall be paid or accrued on the “Exchange Fundcash payable upon the surrender or transfer of such Certificate.” (bd) If payment any portion of the Merger Consideration is to be made paid to a Person other than the Person in whose name the share of Company Common Stock surrendered Certificate is registered, it shall be a condition of to such payment that (i) either such share of Company Common Stock Certificate shall be properly transferred and that endorsed or shall otherwise be in proper form for transfer, (ii) the Person requesting such payment shall have paid pay to the Exchange Agent any transfer and other Taxes Tax required by reason as a result of the such payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock Certificate or shall have established establish to the satisfaction of Parent the Exchange Agent that such Tax has been paid or is not applicablepayable and (iii) the Withholding Agent was provided with a Valid Withholding Certificate or any other documentation reasonably satisfactory to the Withholding Agent. (ce) Notwithstanding anything in the foregoing herein to the contrary, other than the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III shall be paid (A) at the time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stock. (d) The any Merger Consideration, any dividends Option Payment, SAR Payment, RSU Payment or other distributions PSU Payment payable pursuant to Section 3.3(cin respect of 102 Company Securities or 3(i) Company Options shall be transferred, in accordance with the terms of this ARTICLE III Section 2.04, to the 102 Trustee, for the benefit of the beneficial owners thereof, and be released by the 102 Trustee to the beneficial owners of such 102 Company Securities or 3(i) Company Options in accordance with the requirements of Section 102 of the Ordinance, the Interim Option Tax Ruling and the Option Tax Ruling, if obtained. (f) All Merger Consideration paid upon the surrender of Certificates in accordance with the terms hereof shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. At Stock formerly represented by such Certificate and from and after the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding immediately prior to on the Effective Timestock ACTIVE/110954383.28 transfer books of the Surviving Corporation. If, after the Effective Time, transfer is sought Certificates are presented to the Surviving Corporation, they shall be canceled and exchanged for uncertificated the Merger Consideration as provided for, and in accordance with the procedures set forth, in this Article 2. (g) If any Certificate shall have been lost, stolen or destroyed, upon the holder’s compliance with the replacement requirements established by the Exchange Agent, including, if necessary, the posting by such Person of a bond, in such customary amount as the Surviving Corporation may direct, as indemnity against any claim that may be made against it with respect to such Certificate, the Exchange Agent will pay, in exchange for such lost, stolen or destroyed Certificate, the Merger Consideration to be paid in respect of the shares of Company Common Stock formerly represented by book entry (“Book-Entry Shares”)such Certificate, such Book-Entry Shares shall be cancelled and exchanged as provided in contemplated under this ARTICLE IIIArticle 2. (eh) Fractional shares of Parent Common Stock otherwise issuable upon consummation Any portion of the Merger shall be rounded up or down to Payment Fund that remains unclaimed by the nearest whole share. Any fractional shares of Parent Common Stock a holder holders of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six twelve months after the Effective Time shall be delivered to the Surviving CompanyCorporation, upon demand, and any remaining holders such holder who has not exchanged shares of Book-Entry Shares (except Company Common Stock for the Merger Consideration in accordance with this Section 2.04 prior to the extent representing Excluded Shares or Dissenting Shares) that time shall thereafter look only to Parent and the Surviving Company, as general creditors thereof, Corporation for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest. (g) None of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after On the Effective TimeClosing Date, Parent shall shall: (i) (A) issue (or cause a bank or trust company designated by Parent (the “Exchange Agent”to be issued) to issue and send to each holder of Holder book-entry shares of Company Common Stock, other than with respect to Excluded Shares or Dissenting Shares, (1) that number of representing whole shares of Parent Common Stock constituting the portion of the Closing Stock Consideration owed for such Holder’s Units and/or Company Warrants, and (B) pay each Holder an amount in cash representing the cash consideration to which such holder Holder may be entitled on account of shares a fractional share of Company Parent Common Stock shall have become entitled Stock, which such Holder has the right to receive pursuant to the provisions of Section 3.1(a) (which shall be in book-entry form unless a physical certificate is requested)this Article II, and (2) any dividends or other distributions payable pursuant to Section 3.3(c). No interest will be paid or accrued as set forth on any unpaid dividends and distributionsthe Consideration Spreadsheet; provided, if anythat for the purposes hereof, payable to holders of shares of Company Common Stock. Each share of Company Common Stock shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable in respect thereof, any dividends or other distributions payable pursuant to Section 3.3(c). All book-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange Fund.” (b) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock is registered, it shall be a condition of payment that such share of Company Common Stock shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock or shall have established to the satisfaction of Parent that such Tax is not applicable. (c) Notwithstanding anything in the foregoing to the contrary, other than the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III shall be paid (A) at the time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a), the amount of dividends or other distributions with a record date after the Effective Time theretofore paid with respect to such whole shares of Parent Common Stock, and (B) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stock. (d) The Merger Consideration, any dividends or other distributions payable pursuant to Section 3.3(c) in accordance with the terms of this ARTICLE III shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common Stock. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers of the shares of Company Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE III. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock that a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock Holder would otherwise be entitled to receive as a result of the Merger will be aggregated so that no Holder has more than one fractional share with respect to all of its Units and Company Warrants combined; and (ii) pay or cause to be paid to each Holder of Units or Company Warrants an amount in cash equal to the portion of the Closing Cash Consideration owed for such Holder’s Units and Company Warrants as set forth on the Consideration Spreadsheet. (b) No fractions of a share of Parent Common Stock shall be aggregated together first issued in the Merger, but in lieu thereof each Holder of Units or Company Warrants otherwise entitled to a fraction of a share of Parent Common Stock, upon conversion of his or her Units and/or Company Warrants pursuant to Section 2.7 and prior Section 2.8, or upon any subsequent payment pursuant to eliminating Section 2.14 or Section 8.7, be entitled to receive an amount of cash (without interest) determined by multiplying the Parent Stock Price by the fractional share interest to which such holder would otherwise be entitled. The parties acknowledge that payment of the cash consideration in lieu of issuing fractional shares was not separately bargained for consideration, but merely represents a mechanical rounding off for purposes of simplifying the corporate and accounting complexities that would otherwise be caused by the issuance of fractional shares. (fc) Any portion All payments of the Exchange Fund that remains undistributed or unallocated cash to be made under this Agreement to a Holder shall be made by wire transfer of immediately available funds to the holders of Book-Entry Shares six months after account(s) designated by such Holder in such Holder’s Joinder Agreement, except as otherwise agreed by the Effective Time payor and payee prior to such payment (in which case all such wire transfer instructions shall be delivered provided to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except Company at least two Business Days prior to the extent representing Excluded Shares or Dissenting Shares) applicable payment date); provided, however, that all payments of cash to a Holder that are treated as wages, if any, shall thereafter look only to be made by the Surviving Company utilizing the Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws), without interest’s payroll system. (g) None of Parent, the Surviving Company, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Prior to the Offer Acceptance Time, Parent shall appoint Continental Transfer & Trust Company to act as depository agent (the “Depository Agent”) for the holders of Shares to receive the aggregate Closing Amount to which holders of such Shares shall become entitled pursuant to Section 1.1(b), and to act as paying agent (the “Paying Agent”) for the holders of Shares to receive the aggregate Closing Amount to which holders of such Shares shall become entitled pursuant to Section 2.8(a). Promptly after (and in any event no later than the third (3rd) Business Day after) the Offer Acceptance Time, Parent shall deposit (or cause to be deposited) with the Depository Agent, to be held in trust for the benefit of the holders of the Shares to receive the aggregate Closing Amount to which holders of such Shares shall become entitled pursuant to Section 1.1(b), cash in U.S. dollars in an amount sufficient to pay the aggregate Closing Amount payable pursuant to Section 1.1(i). At or prior to the Effective Time, Parent shall deposit (or cause to be deposited) with the Paying Agent, to be held in trust for the benefit of the holders of the Shares to receive the aggregate Closing Amount to which holders of such Shares shall become entitled pursuant to Section 2.8(a), cash in U.S. dollars in an amount sufficient to pay the aggregate Closing Amount pursuant to Section 2.8(a) (together with the amount deposited pursuant to the immediately preceding sentence, the “Payment Fund”). The Payment Fund shall not be used for any purpose other than to fund payments of the Closing Amount due pursuant to the Offer and the Merger. In addition, on or prior to the second regularly scheduled payroll date after the Effective Time, Parent shall deposit (or cause a bank to be deposited) with the Surviving Corporation cash in U.S. dollars in an amount sufficient to pay the aggregate Closing Amount payable to the holders of Company Stock Options and RSUs in accordance with this Article II, but only to the extent the Surviving Corporation does not have the cash on hand to pay such amounts. (b) At or trust company designated by Parent prior to the Offer Acceptance Time, Parent, the Rights Agent and Guarantor shall enter into the CVR Agreement. (c) Promptly after the “Exchange Agent”Effective Time (and, in any event, not later than seven (7) Business Days following the Effective Time), the Surviving Corporation shall cause the Paying Agent to issue and send mail to each holder of shares record of Company Common Stock, an outstanding certificate (a “Certificate”) that immediately prior to the Effective Time represented outstanding Shares (other than with respect to Excluded Shares or and Dissenting Shares, ) (1i) that number a form of whole shares letter of Parent Common Stock to which such holder of shares of Company Common Stock shall have become entitled pursuant to the provisions of Section 3.1(a) transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates held by such Person shall pass, only upon proper delivery of the Certificates to the Paying Agent) and (ii) instructions for use in book-entry form unless effecting the surrender of such Certificate in exchange for the Merger Consideration payable with respect thereto (including instructions for providing to the Paying Agent required Tax documentation, including, as applicable, a physical certificate is requestedproperly executed IRS Form W-9 or appropriate IRS Form W-8). Upon surrender of a Certificate to the Paying Agent, together with such letter of transmittal and Tax documentation, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required by Parent or the Paying Agent, the holder of such Certificate shall be entitled to receive in exchange therefor the Merger Consideration for each Share formerly represented by such Certificate (less any required Tax withholdings as provided in Section 2.11), and the Certificate so surrendered shall forthwith be cancelled. (2d) any dividends or other distributions payable pursuant The Paying Agent shall issue and deliver to Section 3.3(ceach holder of uncertificated Shares represented by book entry (“Book-Entry Shares”). No interest will be paid or accrued on any unpaid dividends and distributions, if any, payable to holders of shares of Company Common Stock. Each share of Company Common Stock shall be deemed after the Effective Time to represent only whose Shares were converted into the right to receive the Merger Consideration, upon receipt of an “agent’s message” and the required Tax documentation by the Paying Agent (or such other evidence, if any, of transfer as the Paying Agent may reasonably request), the Merger Consideration for each such Book-Entry Share, and such Book-Entry Shares shall then be canceled. (e) No interest will be paid to or accrued for the benefit of holders of Certificates or Book-Entry Shares on the Merger Consideration payable in respect thereof, any dividends of such Certificates or other distributions payable pursuant to Section 3.3(c). All bookBook-entry shares of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange FundEntry Shares.” (bf) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that such share of Company Common Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock the Certificate or Book-Entry Share surrendered or shall have established to the satisfaction of Parent and the Paying Agent that such Tax either has been paid or is not applicable. (cg) Notwithstanding anything in the foregoing to the contraryUntil surrendered as contemplated by this Section 2.10, other than the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III each Certificate and Book-Entry Share shall be paid (A) deemed at the any time of payment of such Parent Common Stock by the Exchange Agent under Section 3.3(a), the amount of dividends or other distributions with a record date after the Effective Time to represent only the right to receive the Merger Consideration payable in respect of Shares theretofore paid with respect to represented by such whole shares of Parent Common StockCertificate or Book-Entry Shares, and (B) at the appropriate payment dateas applicable, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and a payment date subsequent to the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Stockwithout any interest thereon. (dh) The Merger Consideration, any dividends All cash paid upon the surrender for exchange of Certificates or other distributions payable pursuant to Section 3.3(c) Book-Entry Shares in accordance with the terms of this ARTICLE III Article II shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Common StockShares formerly represented by such Certificates or Book-Entry Shares. At the Effective Time, the stock transfer books of the Company shall be closed and there shall be no further registration of transfers on the stock transfer books of the shares Surviving Corporation of Company Common Stock the Shares that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Paying Agent for transfer or transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Certificates or Book-Entry Shares (other than Certificates or Book-Entry Shares representing Excluded Shares) shall be cancelled and exchanged for Merger Consideration as provided in this Article II, subject to applicable Law in the case of Dissenting Shares. (i) The Paying Agent shall invest any cash included in the Payment Fund as directed by Parent; provided, that (i) no investment of such cash shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (ii) such investments in all events shall be in short-term obligations of the United States of America with maturities of no more than thirty (30) days, or guaranteed by, and backed by the full faith and credit of, the United States of America. If for any reason (including investment losses) the cash in the Payment Fund is insufficient to fully satisfy all of the payment obligations to be made by the Paying Agent hereunder, Parent shall promptly deposit cash into the Payment Fund in an amount which is equal to such deficiency. Any interest and other income resulting from such investments shall be payable to the Surviving Corporation or Parent (at Parent’s election). (j) Any portion of the Payment Fund (including any interest received with respect thereto) which remains unclaimed at the one year anniversary of the Effective Time shall be delivered by the Paying Agent to the Surviving Corporation, and thereafter holders of Certificates or Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE III. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (f) Any portion of the Exchange Fund that remains undistributed or unallocated to the holders of Book-Entry Shares six months after the Effective Time shall be delivered look to the Surviving Company, upon demand, and any remaining holders of Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving Company, as general creditors thereof, for payment of the Merger Consideration, any unpaid dividends or other distributions payable pursuant to Section 3.3(c) Corporation (subject to abandoned property, escheat or other similar laws), without interest) only as general creditors thereof with respect to the Merger Consideration payable upon due surrender of their Certificates or Book-Entry Shares. (gk) The Surviving Corporation shall pay all charges and expenses, including those of the Paying Agent, in connection with the exchange of Shares and Company Warrants for the Merger Consideration. (l) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to Parent and the Paying Agent, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Parent or the Paying Agent, the posting by such Person of a bond in such amount as Parent or the Paying Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Corporation or any of their Affiliates with respect to such Certificate, the Paying Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof pursuant to this Agreement. (m) None of Parent, the Surviving Corporation, Purchaser, the Company, the Exchange Paying Agent or any other Person shall be liable to any Person in respect of shares any portion of Parent Common Stock, dividends or other distributions with respect thereto the Payment Fund properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Certificates or Book-Entry Shares shall not have been allocated their Merger Consideration exchanged prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving CompanyCorporation, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basis. Any interest and other income resulting from such investments shall be paid to Parent.

Exchange and Payment. (a) Promptly after Prior to the Effective TimeClosing, Parent shall cause Bixxxx xnd Roxx xhall jointly appoint a bank or trust company designated by Parent to act as exchange agent for the payment of the Merger Consideration (the “Exchange Agent”). Prior to the Effective Time, and prior to filing the Statement of Merger with the Arizona Corporation Commission, Bixxxx xhall deposit (or cause to be deposited) book-entry shares of Bixxxx Xommon Stock representing the aggregate Merger Consideration with the Exchange Agent, in trust for the benefit of holders of record of shares of Rook Common Stock to issue be converted into the right to receive the Merger Consideration pursuant to Section 2.1(a)(ii). In addition, Bixxxx xhall make available by depositing with the Exchange Agent, as necessary from time to time after the Effective Time, any dividends or distributions payable pursuant to Section 2.2(e). In the event such deposit shall be insufficient to make payments, Bixxxx xhall promptly deposit, or cause to be deposited, additional book-entry shares of Bixxxx Xommon Stock or funds, as applicable, with the Exchange Agent in an amount which is equal to the deficiency in the amount required to make such payment. All book-entry shares of Bixxxx Xommon Stock, dividends and send distributions deposited with the Exchange Agent are referred to in this Agreement as the “Exchange Fund.” The Exchange Fund shall not be used for any purpose other than to fund payments pursuant to Section 2.1 and Section 2.2, except as expressly provided for in this Agreement. (b) As soon as reasonably practicable after the Effective Time and in any event not later than the fifth (5th) Business Day thereafter, Bixxxx xhall cause the Exchange Agent to mail to each holder of record of a certificate (“Certificates”), and may cause the Exchange Agent to mail to each holder of a book-entry share (“Book-Entry Shares”), in each case that immediately prior to the Effective Time represented outstanding shares of Company Rook Common Stock (i) a form of letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title shall pass, only upon proper delivery of the Certificates to the Exchange Agent, or in the case of Book-Entry Shares, upon adherence to the procedures set forth in the letter of transmittal, and which letter shall be in customary form and contain such other provisions as Bixxxx, Roxx xnd the Exchange Agent may reasonably specify) and (ii) instructions for use in effecting the surrender of Certificates or Book-Entry Shares in exchange for the Merger Consideration pursuant to Section 2.1(a)(ii) and any dividends or other distributions payable pursuant to Section 2.2(e) (which instructions shall be in customary form and contain such other provisions as Bixxxx, Rook and the Exchange Agent may reasonably specify). With respect to holders of Rook Book-Entry Shares, the parties shall cooperate to establish procedures with the Exchange Agent to allow the Exchange Agent to transmit, following the Effective Time, to such holders or their nominees, upon surrender of Rook Common Stock, the Merger Consideration and any dividends or distributions, in each case, to which such holders are entitled pursuant to the terms of this Agreement. (c) Each holder of shares of Rook Common Stock that have been converted into a right to receive the Merger Consideration, upon proper surrender of a Certificate or Book-Entry Shares to the Exchange Agent, together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other than with respect documents as the Exchange Agent may reasonably require, shall be entitled to Excluded Shares or Dissenting Shares, receive in exchange therefor (1i) that the number of whole shares of Parent Common Bixxxx Xommon Stock to which such holder of shares of Company Rook Common Stock shall have become entitled pursuant to the provisions of Section 3.1(a2.1(a)(ii) (which shall be in uncertificated book-entry form unless a physical certificate is requestedform), and (2ii) an amount (if any) in immediately available funds, after giving effect to any required Tax withholdings as provided in Section 2.5) of any dividends or other distributions payable pursuant to Section 3.3(c2.2(e), and the Certificate or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest will be paid or accrued on any Merger Consideration, or any unpaid dividends and distributions, if any, payable to holders of shares Certificates or Book-Entry Shares. Bixxxx xhall cause the Exchange Agent to make all payments required pursuant to the preceding sentence as soon as practicable following the valid surrender of Company Common StockCertificates or Book-Entry Shares. Each share of Company Common Stock Until surrendered as contemplated by this Section 2.2, each Certificate or Book-Entry Share shall be deemed after the Effective Time to represent only the right to receive the Merger Consideration payable pursuant to Section 2.1(a)(ii) in respect thereof, thereof and any dividends or other distributions payable pursuant to Section 3.3(c2.2(e). All book-entry shares , but shall not entitle its holder or any other Person to any rights as a stockholder of Parent Common Stock, certificates representing shares of Parent Common Stock, dividends, distributions and cash deposited with the Exchange Agent are hereinafter referred to as the “Exchange FundRook or Bixxxx.” (bd) If payment of the Merger Consideration is to be made to a Person other than the Person in whose name the share of Company Common Stock surrendered Certificate or Book-Entry Share is registered, it shall be a condition of payment that such share of Company Common Stock Certificate so surrendered shall be properly endorsed or shall be otherwise in proper form for transfer or such Book-Entry Share shall be properly transferred and that the Person requesting such payment shall have paid any transfer and other Taxes required by reason of the payment of the Merger Consideration to a Person other than the registered holder of such share of Company Common Stock Certificate or Book-Entry Share or shall have established to the satisfaction of Parent Bixxxx xnd the Exchange Agent that such Tax is not applicable. (ce) Notwithstanding anything in No dividends or other distributions with respect to Bixxxx Xommon Stock with a record date after the foregoing to the contrary, other than the CVRs (as defined below), holders of shares of Company Common Stock who are entitled to receive shares of Parent Common Stock under this ARTICLE III Effective Time shall be paid to the holder of any unsurrendered Certificate or Book-Entry Share with respect to the shares of Bixxxx Xommon Stock that the holder thereof has the right to receive upon the surrender thereof, until the holder thereof shall surrender such Certificate or Book-Entry Share in accordance with this Article II. Following the proper surrender of a Certificate or Book-Entry Share in accordance with this Article II, there shall be paid to the record holder thereof, without interest, in addition to the Merger Consideration, (Ai) at the time of payment of promptly following such Parent Common Stock by the Exchange Agent under Section 3.3(a)surrender, the amount of any dividends or other distributions with a record date after the Effective Time theretofore paid with and payment date on or prior to the date of such surrender in respect to such of the whole shares of Parent Common Stock, Bixxxx Xommon Stock issued as Merger Consideration in exchange for such surrender and (Bii) at the appropriate payment date, the amount of dividends or other distributions with a record date after the Effective Time but prior to the time of such payment by the Exchange Agent under Section 3.3(a) and with a payment date subsequent to such surrender in respect of the time of such payment by the Exchange Agent under Section 3.3(a) payable with respect to such whole shares of Parent Common Bixxxx Xommon Stock issued as Merger Consideration in exchange for such surrender. For purposes of dividends and other distributions in respect of the Bixxxx Xommon Stock, the Bixxxx Xommon Stock to be issued as Merger Consideration shall be entitled to dividends and other distributions pursuant to this Section 2.2(e) as if issued and outstanding as of the Effective Time. (df) The Merger Consideration, Consideration and any dividends or other distributions payable pursuant to Section 3.3(c2.2(e) issued and paid upon the surrender for exchange of Certificates or Book-Entry Shares in accordance with the terms of this ARTICLE III Article II shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to the shares of Company Rook Common StockStock formerly represented by such Certificates or Book-Entry Shares. At the Effective Time, the stock transfer books of the Company Rook shall be closed and there shall be no further registration of transfers of the shares of Company Rook Common Stock that were outstanding immediately prior to the Effective Time. If, after the Effective Time, Certificates are presented to the Surviving Corporation or the Exchange Agent for transfer, or transfer is sought for uncertificated shares of Company Common Stock represented by book entry (“Book-Entry Shares”), such Certificates or Book-Entry Shares shall be cancelled and exchanged as provided in this ARTICLE IIIArticle II. (e) Fractional shares of Parent Common Stock otherwise issuable upon consummation of the Merger shall be rounded up or down to the nearest whole share. Any fractional shares of Parent Common Stock a holder of shares of Company Common Stock upon the conversion of shares of Company Common Stock would otherwise be entitled to receive shall be aggregated together first and prior to eliminating fractional shares. (fg) Any portion of the Exchange Fund (including any interest or other income earned on the Exchange Fund) that remains undistributed or unallocated to the holders of Certificates or Book-Entry Shares six months one (1) year after the Effective Time shall be delivered to the Surviving CompanyCorporation, upon demand, and any remaining holders of Certificates or Book-Entry Shares (except to the extent representing Excluded Shares or Dissenting Shares) shall thereafter look only to the Surviving CompanyCorporation, as general creditors thereof, for payment of the Merger Consideration, Consideration and any unpaid dividends or other distributions payable pursuant to Section 3.3(c) (subject to abandoned property, escheat or other similar laws2.2(e), without interest. (g) . None of ParentBixxxx, the Surviving CompanyCorporation, the Exchange Agent or any other Person shall be liable to any Person in respect of shares of Parent Common Bixxxx Xommon Stock, dividends or other distributions with respect thereto properly delivered to a public official pursuant to any applicable abandoned property, escheat or similar Law. If any Book-Entry Shares shall not have been allocated their Merger Consideration prior to two (2) years after the Effective Time (or immediately prior to such earlier date on which the related Merger Consideration (and all dividends or other distributions with respect to shares of Parent Common Stock) would otherwise escheat to or become the property of any Governmental Entity), any such Merger Consideration (and such dividends, distributions and cash) in respect thereof shall, to the extent permitted by applicable Law, become the property of the Surviving Company, free and clear of all claims or interest of any Person previously entitled thereto. (h) The Exchange Agent shall invest any cash included in the Exchange Fund as directed by Xxxxxx on a daily basisBixxxx; provided that (i) no such investment shall relieve Bixxxx xr the Exchange Agent from making the payments required by this Article II, and following any losses Bixxxx xhall promptly provide additional funds to the Exchange Agent for the benefit of the holders of Rook Common Stock in the amount of such losses, (ii) no such investment shall have maturities that could prevent or delay payments to be made pursuant to this Agreement and (iii) such investments shall be in short-term obligations of the United States with maturities of no more than thirty (30) days or guaranteed by the United States and backed by the full faith and credit of the United States. Any interest and other income resulting from such investments shall be paid as agreed between Bixxxx xnd the Exchange Agent. (i) If any Certificate shall have been lost, stolen or destroyed, upon the making of an affidavit, in form and substance reasonably acceptable to ParentBixxxx xnd the Exchange Agent, of that fact by the Person claiming such Certificate to be lost, stolen or destroyed and, if required by Bixxxx xr the Exchange Agent, the posting by such Person of a bond in such amount as Bixxxx xr the Exchange Agent may determine is reasonably necessary as indemnity against any claim that may be made against it or the Surviving Corporation with respect to such Certificate, the Exchange Agent will deliver in exchange for such lost, stolen or destroyed Certificate the Merger Consideration payable in respect thereof and any dividends or other distributions payable pursuant to Section 2.2(e).