Common use of Exchange Procedures; Surrender and Payment Clause in Contracts

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all of the Shares converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration, without interest. After the Effective Time, there shall be no further registration of transfers of Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry Shares. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Exchange Fund that remains unclaimed by Stockholders or holders of Cashed Out Company Restricted Shares or Cashed Out Company RSUs after the date which is one year following the Effective Time shall, upon Parent’s demand, be returned to Parent. Any Stockholder who has not exchanged such Stockholder’s cancelled Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case prior to the time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such Stockholder’s cancelled Shares, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUs. Notwithstanding anything to the contrary contained herein, neither Parent nor the Surviving Corporation shall be liable to any Person for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered to a Governmental Authority pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. (g) Any portion of the Merger Consideration deposited with the Paying Agent pursuant to this Section 4.02 to pay for Shares for which appraisal rights shall have been perfected pursuant to Section 262 of the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction of all rights pertaining to such Shares, Cashed Out Company Restricted Shares or Cashed Out Company RSUs, as applicable.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Bank Shares that have been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Bank Shares represented by a Certificate or Uncertificated Share. The shares of Parent Stock constituting the Merger Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Bank Shares or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration without interest. . (b) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Bank Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentBank, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry SharesArticle III. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 3.03 that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Bank Shares or Cashed Out Company RSUs six (6) months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Bank Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 3.04 prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Sharesshares without any interest thereon. Notwithstanding the foregoing, none of Parent, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, Surviving Bank or the RSU Consideration in respect of such holder’s Cashed Out Company RSUs. Notwithstanding anything to the contrary contained herein, neither Parent nor the Surviving Corporation Exchange Agent shall be liable to any Person holder of Bank Shares for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a public official or other Governmental Authority Entity pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Bank Shares two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable law, the property of the Surviving Bank free and clear of any claims or interest of any Person previously entitled thereto. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.07, shall be paid to the Paying Agent pursuant to holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 4.02 3.04. Following such surrender or transfer, there shall be paid, without interest, to pay for Shares for which appraisal rights shall the Person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 262 of 3.07 and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Company Shares that have been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Company Shares represented by a Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (b) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, without interest. it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Company Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentCorporation, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry SharesArticle 3. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 3.4(b) that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Shares or Cashed Out Company RSUs six months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Company Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 3.5 prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Shares, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUsshares without any interest thereon. Notwithstanding anything to the contrary contained hereinforegoing, neither Parent nor the Surviving Corporation shall not be liable to any Person holder of Company Shares for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a Governmental Authority public official pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.9, shall be paid to the Paying Agent pursuant holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to this Section 4.02 to pay for Shares for which appraisal rights shall the Person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 262 of 3.9 and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Merged Shares that have been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Merged Shares represented by a Certificate or Uncertificated Share. The shares of Parent Stock constituting part of such Merger Consideration, without interestat Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Merged Shares or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (b) If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Merged Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentCorporation, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry Sharesforth herein. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 7(b) that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Merged Shares or Cashed Out Company RSUs six months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Merged Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 8(d) prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Sharesshares without any interest thereon. Notwithstanding the foregoing, Parent, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUs. Notwithstanding anything to the contrary contained herein, neither Parent nor Merged Corporation and the Surviving Corporation shall not be liable to any Person holder of Merged Shares for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a Governmental Authority public official pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of Merged Shares two years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any governmental authority) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation free and clear of any claims or interest of any person previously entitled thereto. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 6(d), shall be paid to the Paying Agent pursuant holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to this Section 4.02 to pay for Shares for which appraisal rights shall the person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such person is entitled pursuant to Section 262 of 6(d) and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Merged Shares that have been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Merged Shares represented by a Certificate or Uncertificated Share. The shares of Parent Stock constituting part of such Merger Consideration, without interestat Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Merged Shares or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (b) If any portion of the Merger Consideration is to be paid to a person other than the person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Merged Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentCorporation, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry Sharesforth herein. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 7(b) that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Merged Shares or Cashed Out Company RSUs six months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Merged Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 8(d) prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Shares, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUsshares without any interest thereon. Notwithstanding anything to the contrary contained hereinforegoing, neither Parent nor the Surviving Corporation shall not be liable to any Person holder of Merged Shares for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a Governmental Authority public official pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 6(d), shall be paid to the Paying Agent pursuant holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to this Section 4.02 to pay for Shares for which appraisal rights shall the person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such person is entitled pursuant to Section 262 of 6(d) and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Company Shares that have been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Company Shares represented by a Certificate or Uncertificated Share. The shares of Parent Stock constituting part of such Merger Consideration, without interestat Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Shares or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (b) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Company Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentCorporation, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry SharesArticle 3. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 3.04(b) that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Shares or Cashed Out Company RSUs six months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Company Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 3.05 prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Shares, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUsshares without any interest thereon. Notwithstanding anything to the contrary contained hereinforegoing, neither Parent nor the Surviving Corporation shall not be liable to any Person holder of Company Shares for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a Governmental Authority public official pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.09, shall be paid to the Paying Agent pursuant holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to this Section 4.02 to pay for Shares for which appraisal rights shall the Person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 262 of 3.09 and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Shares CVB Common Stock that has been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an “agent’s message” by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the CVB Common Stock represented by a Certificate or Uncertificated Share. The shares of Parent Stock constituting the Merger Consideration, at Parent’s option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of CVB Common Stock or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration without interest. . (b) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable LawCVB Common Stock. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentCorporation, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry Shares6. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 5 that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Shares or Cashed Out Company RSUs CVB Common Stock six (6) months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Shares CVB Common Stock for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 6 prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Shares, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUsshares without any interest thereon. Notwithstanding anything to the contrary contained hereinforegoing, neither Parent nor none of Parent, the Surviving Corporation or the Exchange Agent shall be liable to any Person holder of CVB Common Stock for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a public official or other Governmental Authority Entity pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. Any amounts remaining unclaimed by holders of CVB Common Stock two (2) years after the Effective Time (or such earlier date, immediately prior to such time when the amounts would otherwise escheat to or become property of any Governmental Entity) shall become, to the extent permitted by applicable law, the property of the Surviving Corporation free and clear of any claims or interest of any Person previously entitled thereto. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 4(c), shall be paid to the Paying Agent pursuant to holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section 4.02 6. Following such surrender or transfer, there shall be paid, without interest, to pay for Shares for which appraisal rights shall the Person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 262 of 4(c) and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Company Shares that have been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an "agent's message" by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Company Shares represented by a Certificate or Uncertificated Share. The shares of Parent Stock constituting part of such Merger Consideration, without interestat Parent's option, shall be in uncertificated book-entry form, unless a physical certificate is requested by a holder of Company Shares or is otherwise required under applicable law. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (b) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Company Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentCorporation, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry SharesArticle 3. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 3.04(b) that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Shares or Cashed Out Company RSUs six months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Company Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 3.05 prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Shares, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUsshares without any interest thereon. Notwithstanding anything to the contrary contained hereinforegoing, neither Parent nor the Surviving Corporation shall not be liable to any Person holder of Company Shares for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a Governmental Authority public official pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.09, shall be paid to the Paying Agent pursuant holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to this Section 4.02 to pay for Shares for which appraisal rights shall the Person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 262 of 3.09 and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all Each holder of the Company Shares that have been converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, non-certificated Shares (each, a “Book-Entry Share”), in each case outstanding immediately prior to the Effective Time and previously representing any such Shares, shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration shall be entitled to receive, upon (i) surrender to the Exchange Agent of a Certificate, together with a properly completed letter of transmittal, or (ii) receipt of an "agent's message" by the Exchange Agent (or such other evidence, if any, of transfer as the Exchange Agent may reasonably request) in the case of a book-entry transfer of Uncertificated Shares, the Merger Consideration in respect of the Company Shares represented by a Certificate or Uncertificated Share. Until so surrendered or transferred, as the case may be, each such Certificate or Uncertificated Share shall represent after the Effective Time for all purposes only the right to receive such Merger Consideration. (b) If any portion of the Merger Consideration is to be paid to a Person other than the Person in whose name the surrendered Certificate or the transferred Uncertificated Share is registered, without interest. it shall be a condition to such payment that (i) either such Certificate shall be properly endorsed or shall otherwise be in proper form for transfer or such Uncertificated Share shall be properly transferred and (ii) the Person requesting such payment shall pay to the Exchange Agent any transfer or other taxes required as a result of such payment to a Person other than the registered holder of such Certificate or Uncertificated Share or establish to the satisfaction of the Exchange Agent that such tax has been paid or is not payable. (c) After the Effective Time, there shall be no further registration of transfers of Company Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates or Uncertificated Shares are presented to the Paying Agent, the Surviving Corporation or ParentCorporation, they shall be cancelled canceled and exchanged for the consideration Merger Consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiency. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid pursuant to Section 4.01 and the Restricted Share Consideration and RSU Consideration contemplated to be paid pursuant to Section 4.05 out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any Cancelled Shares, any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry SharesArticle 3. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares formerly represented by such Certificate or Book-Entry Shares, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Merger Consideration made available to the Exchange Fund Agent pursuant to Section 3.4(b) that remains unclaimed by Stockholders or the holders of Cashed Out Company Restricted Shares or Cashed Out Company RSUs six months after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to Parent. Any Stockholder , upon demand, and any such holder who has not exchanged such Stockholder’s cancelled Company Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs who has not received the Restricted Share Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 3.5 prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery payment of the Merger Consideration Consideration, and any dividends and distributions with respect thereto, in respect of such Stockholder’s cancelled Shares, the Restricted Share Consideration in respect of such holder’s Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUsshares without any interest thereon. Notwithstanding anything to the contrary contained hereinforegoing, neither Parent nor the Surviving Corporation shall not be liable to any Person holder of Company Shares for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, delivered amounts paid to a Governmental Authority public official pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. (ge) Any portion No dividends or other distributions with respect to securities of Parent constituting part of the Merger Consideration deposited with Consideration, and no cash payment in lieu of fractional shares as provided in Section 3.9, shall be paid to the Paying Agent pursuant holder of any Certificates not surrendered or of any Uncertificated Shares not transferred until such Certificates or Uncertificated Shares are surrendered or transferred, as the case may be, as provided in this Section. Following such surrender or transfer, there shall be paid, without interest, to this Section 4.02 to pay for Shares for which appraisal rights shall the Person in whose name the securities of Parent have been perfected registered, (i) at the time of such surrender or transfer, the amount of any cash payable in lieu of fractional shares to which such Person is entitled pursuant to Section 262 of 3.9 and the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of Cashed Out Company Restricted Shares or RSU Consideration paid in respect of Cashed Out Company RSUs in accordance with the terms of this Agreement, shall be deemed to have been paid in full satisfaction amount of all rights pertaining dividends or other distributions with a record date after the Effective Time previously paid or payable on the date of such surrender with respect to such Sharessecurities, Cashed Out Company Restricted Shares and (ii) at the appropriate payment date, the amount of dividends or Cashed Out Company RSUs, as applicableother distributions with a record date after the Effective Time and prior to surrender or transfer and with a payment date subsequent to surrender or transfer payable with respect to such securities.

Exchange Procedures; Surrender and Payment. (a) From and after the Effective Time, all of the Shares converted into the Merger Consideration pursuant to this ARTICLE IV shall no longer be outstanding and shall automatically be cancelled and retired and shall cease to exist, and each holder of a certificate evidencing Shares (each, a “Certificate”) and each holder of book-entry, a non-certificated Shares Share represented by book entry (each, a “Book-Entry Share”), in each case ) outstanding immediately prior to the Effective Time and previously representing any such Shares, Shares shall thereafter cease to have any rights with respect to such Shares, except the right to receive the Merger Consideration, without interest. After the Effective Time, there shall be no further registration of transfers of Shares. From and after the Effective Time, the holders of Certificates or Book-Entry Shares representing Shares outstanding immediately prior to the Effective Time shall cease to have any rights with respect to such Shares except as specifically otherwise provided in this Agreement or by Applicable Law. If, after the Effective Time, Certificates are presented to the Paying Agent, the Surviving Corporation or Parent, they shall be cancelled and exchanged for the consideration provided for, and in accordance with the procedures set forth, in this ARTICLE IV. (b) Prior to the Effective Time, Parent shall select a reputable bank or trust company that is reasonably acceptable to the Company to act as Paying Agent in the Merger (the “Paying Agent”) for the payment of (i) the Merger Consideration in respect of each Share outstanding immediately prior to the Effective Time represented by a Certificate and each Book-Entry Share outstanding immediately prior to the Effective Time, in each case, other than any the Cancelled Shares, Shares and except for any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs, and (ii) without duplication, the aggregate Restricted Share Consideration and aggregate RSU Cashed Out Compensatory Award Consideration payable by the Paying Agent pursuant to Section 4.05. Substantially concurrent with the Effective Time, Parent shall deposit or cause to be deposited with the Paying Agent cash in an amount sufficient to pay the aggregate Merger Consideration, aggregate Restricted Share Consideration and aggregate RSU Cashed Out Compensatory Award Consideration required to be paid by the Paying Agent in accordance with this Agreement (such cash shall be referred to in this Agreement as the “Exchange Fund”). In the event the Exchange Fund shall be insufficient to make the payments in connection with the aggregate Merger Consideration contemplated by Section 4.01 or the aggregate Restricted Share Consideration or aggregate RSU Cashed Out Compensatory Award Consideration contemplated by Section 4.05 and payable by the Paying Agent, Parent shall promptly deposit, or cause to be deposited, additional funds with the Paying Agent in an amount that is equal to the deficiencydeficiency in the amount required to make such payments. The Paying Agent shall, pursuant to irrevocable instructions, deliver the Merger Consideration contemplated to be paid issued pursuant to Section 4.01 and the Restricted Share Consideration and RSU Cashed Out Compensatory Award Consideration contemplated to be paid issued pursuant to Section 4.05 and payable by the Paying Agent out of the Exchange Fund. The Exchange Fund shall not be used for any other purpose. (c) As soon as reasonably practicable after the Effective Time and in any event not later than the third Business Day following the Effective Time, Parent will cause the Paying Agent to send to each holder of record of Shares (other than any the Cancelled Shares, Shares and except for any Dissenting Shares, any Employee Restricted Shares and any Employee Company RSUs) represented by Certificate(s) (i) a letter of transmittal (which shall specify that delivery shall be effected, and risk of loss and title to the Certificates shall pass, only upon proper delivery of the Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent) in such form as Parent and the Company may reasonably agree, for use in effecting delivery of Shares to the Paying Agent, and (ii) instructions for use in effecting the surrender of Certificates (or effective affidavits of loss in lieu thereof) in exchange for the Merger Consideration. No Notwithstanding anything to the contrary in this Agreement, no holder of Book-Entry Shares shall be required to deliver a Certificate or a letter of transmittal to the Paying Agent in order to receive the Merger Consideration that such holder is entitled to receive pursuant to Section 4.01 in respect of such Book-Entry Shares. (d) Upon (i) surrender to the Paying Agent of Certificates (or an affidavit of loss in lieu thereof), together with such letter of transmittal, duly completed and validly executed in accordance with the instructions thereto, and such other documents as may be reasonably required pursuant to such instructions, instructions or (ii) compliance with the reasonable procedures established by the Paying Agent for delivery of Book-Entry Shares, the holder of a such Certificate or Book-Entry Shares shall be entitled to receive promptly in exchange therefor, in cash, the Merger Consideration in respect of the Shares each Share formerly represented by such Certificate or Book-Entry SharesShare, and the Certificates or Book-Entry Shares so surrendered shall forthwith be cancelled. No interest shall be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the provisions of this ARTICLE IV. (e) If any cash payment is to be made to a Person other than the Person in whose name the applicable surrendered Certificate is registered, it shall be a condition of such payment that the Person requesting such payment shall pay any transfer Taxes required by reason of the making of such cash payment to a Person other than the registered holder of the surrendered Certificate or shall establish to the satisfaction of the Paying Agent that such Tax has been paid or is not payable. (f) Any portion of the Exchange Fund that remains unclaimed by Stockholders the holders of Shares or holders of Cashed Out Company Restricted Shares or Cashed Out Company RSUs Compensatory Awards after the date which is one year following the Effective Time shall, upon Parent’s demand, shall be returned to ParentParent upon demand. Any Stockholder holder of Shares who has not exchanged such Stockholderholder’s cancelled Shares for the Merger Consideration in accordance with this Section 4.02 and any holder of Cashed Out Company Restricted Shares or Cashed Out Company RSUs Compensatory Awards who has not received the Restricted Share Cashed Out Compensatory Award Consideration or RSU Consideration, as applicable, in accordance with Section 4.05, in each case 4.05 prior to the that time the remaining portion of the Exchange Fund is returned to Parent, shall thereafter look only to Parent for delivery of the Merger Consideration in respect of such Stockholder’s cancelled Shares, the Restricted Share or Cashed Out Compensatory Award Consideration in respect of such holder’s Shares or Cashed Out Company Restricted Shares, or the RSU Consideration in respect of such holder’s Cashed Out Company RSUsCompensatory Awards. Notwithstanding anything to the contrary contained hereinforegoing, neither Parent nor none of Parent, the Company or the Surviving Corporation shall be liable to any Person holder of Shares or Cashed Out Compensatory Awards for any Merger Consideration, Restricted Share Consideration or RSU Consideration, as applicable, Cashed Out Compensatory Award Consideration delivered to a Governmental Authority public official pursuant to Applicable Law, including applicable abandoned property, escheat or similar laws. (g) Any portion of the Merger Consideration deposited with the Paying Agent pursuant to this Section 4.02 to pay for Shares shares for which appraisal rights shall have been perfected pursuant to Section 262 of the DGCL shall be returned to Parent upon Parent’s demand. (h) All Merger Consideration paid in respect of Shares, Restricted Share Consideration paid in respect of or Cashed Out Company Restricted Compensatory Award Consideration issued and paid upon conversion of the Shares or RSU Consideration paid in respect of the Cashed Out Company RSUs Compensatory Awards, respectively, in accordance with the terms of this Agreement, shall be deemed to have been issued and paid in full satisfaction of all rights pertaining to such Shares, Cashed Out Company Restricted Shares or Cashed Out Company RSUsCompensatory Awards, as applicablethe case may be.